exv4w2



 



Exhibit 4.2



April 2002


BYLAWS

OF

MEADWESTVACO CORPORATION


INCORPORATED UNDER THE LAWS OF DELAWARE


WORLD HEADQUARTERS

ONE HIGH RIDGE PARK

STAMFORD, CT 06905







 


BYLAWS


OF


MEADWESTVACO CORPORATION







ARTICLE I

MEETINGS OF STOCKHOLDERS


     SECTION 1.1. Place of Meetings. The annual meeting of stockholders for
the
election of directors and all special meetings for that or for any other
purpose shall be held at such time and place, either within or without the
State of Delaware as may from time to time be designated by the Board of
Directors.


     SECTION 1.2. Annual Meetings. The annual meeting of stockholders for
elections of directors, and for the transaction of such other business as may
be required or authorized to be transacted by stockholders, shall be held on
such date and time as designated from time to time by the Board of Directors.


     SECTION 1.3. Special Meetings. A special meeting of stockholders for any
purpose may be called at any time only by order of the Board of Directors
pursuant to a resolution approved by a majority of the Board of Directors, by
the Chairman of the Board, or by the President. At any such special meeting the
only business transacted shall be in accordance with the purposes specified in
the notice calling such meeting.


     SECTION 1.4. Notice of Meetings. Except as may otherwise be provided by
statute or the Certificate of Incorporation, the Secretary or an Assistant
Secretary shall cause written notice of the place, date and hour for holding
each annual and special meeting of stockholders to be given not less than ten
days nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting by mailing the notice, postage
prepaid, to the stockholder at his post office address as it appears on the
records of the Corporation. Notice of each special meeting shall contain a
statement of the purpose or purposes for which the meeting is called. Except as
otherwise provided by statute, no notice of an adjourned meeting need be given
other than by announcement at the meeting which is being adjourned of the time
and place of the adjourned meeting.


     SECTION 1.5. Postponement. Any previously scheduled annual or special
meeting of stockholders may be postponed by resolution of the Board of
Directors, upon public notice given prior to the date scheduled for such
meeting.







 


     SECTION 1.6. Quorum. The holders of shares of the outstanding stock of
the Corporation representing a majority of the total votes entitled to be cast
at any meeting of stockholders, if present in person or by proxy, shall
constitute a quorum for the transaction of business unless a larger proportion
shall be required by statute or the Certificate of Incorporation. The Chairman
of a meeting of stockholders may adjourn such meeting from time to time,
whether or not there is a quorum of stockholders at such meeting. In the
absence of a quorum at any stockholders’ meeting, the stockholders present in
person or by proxy and entitled to vote may, by majority vote, adjourn the
meeting from time to time until a quorum shall attend. At any such adjourned
meeting, at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally called. The lack
of the required quorum at any meeting of stockholders for action upon any
particular matter, shall not prevent action at such meeting upon other matters
which may properly come before the meeting, if the quorum required for taking
action upon such other matters shall be present.


     SECTION 1.7. Chairman; Secretary. The Chairman of the Board shall call
meetings of the stockholders to order and shall act as Chairman. If there is no
Chairman of the Board, or in the event of his absence or disability, the
President, or in the event of his absence or disability, one of the Executive
Vice Presidents (in order of first designation as an Executive Vice President)
present,
or in absence of all Executive Vice Presidents, one of the Senior Vice
Presidents (in
order of first designation as a Senior Vice President) present, or in the
absence also of all Senior Vice Presidents, one of the Vice Presidents (in
order of first designation as a Vice President) present, shall call meetings of
the stockholders to order and shall act as Chairman thereof. The Secretary of
the Corporation, or any person appointed by the Chairman, shall act as
Secretary of the meeting of stockholders.


     SECTION 1.8. Inspectors of Election; Opening and Closing the Polls. The
Board of Directors in advance of any meeting of stockholders shall appoint two
or more inspectors of election to act at such meeting or any adjournment
thereof. In the event of the failure of the Directors to make such
appointments, or if any inspector shall for any reason fail to attend or to act
at any meeting, or shall for any reason cease to be an inspector before
completion of his duties, the appointments shall be made by the Chairman of the
meeting.


     The Chairman of the meeting shall fix and announce at the meeting the date
and time of the opening and the closing of the polls for each matter upon which
the stockholders will vote at a meeting.


     SECTION 1.9. Voting. At each meeting of the stockholders each
stockholder
entitled to vote thereat shall, except as otherwise provided in the Certificate
of Incorporation, be entitled to one vote in person or by proxy for each share







 




of the stock of the Corporation registered in his name on the books of the
Corporation on the date fixed pursuant to Section 6.4 of these Bylaws as the
record date fixed for such meeting.


     At each meeting of the stockholders at which a quorum is present, all
matters (except as otherwise provided in Section 2.4 or Section 7.8 of these
Bylaws, in the Certificate of Incorporation, or by statute) shall be decided by
the affirmative vote of the majority of the shares present in person or
represented by proxy at such meeting and entitled to vote on the subject
matter.


     The Board of Directors, in its discretion, or the officer of the
Corporation
presiding at the meeting of stockholders, in his discretion, may require that
any votes cast at such meeting shall be by written ballot.


     SECTION 1.10. Meeting Required. Any action by stockholders of the
Corporation shall be taken at a meeting of stockholders and no corporate action
may be taken by written consent of stockholders entitled to vote upon such
action.


     SECTION 1.11. Notification of Proposals. The proposal of business, other
than nominations, which are governed by Section 2.5 of these Bylaws, to be
considered by the stockholders may be made at an annual meeting of stockholders
(a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction
of the Board of Directors or (c) by any stockholder of the Corporation who was
a stockholder of record at the time of giving of notice provided for in this
Bylaw, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this Section 1.11.


     For business to be properly brought before an annual meeting by a
stockholder pursuant to clause (c) of the first paragraph of this Section 1.11,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation and such other business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder’s notice shall be
delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th day nor earlier
than the close of business on the 120th day prior to the first anniversary of
the preceding year’s annual meeting, provided, however, that in the event that
the date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must be
delivered not earlier than the close of business on the 120th day prior to such
annual meeting and not later than the close of business on the later of the
90th day prior to such annual meeting or the seventh day following the day on
which public announcement of the date of such meeting is first made by the
Corporation. With respect to the annual meeting to be held in 2002, such notice
must be received no earlier than January 1, 2002 and no later than February 1,
2002.*
In no event shall the public announcement of an adjournment of an annual
meeting commence a new time period for the giving of a stockholder’s notice as







 




described above. Such stockholder’s notice shall set forth (a) as to the
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner; if any, on whose
behalf the proposal is made; and (b) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the proposal is made (i) the
name and address of such stockholder, as they appear on the Corporation’s
books, and of such beneficial owner and (ii) the class and number of shares of
the Corporation which are owned beneficially and of record by such stockholder
and such beneficial owner.


     Only such business shall be conducted at a meeting of stockholders as
shall
have been brought before the meeting in accordance with the procedures set
forth in this Section 1.11. Except as otherwise provided by law, the Chairman
of the meeting shall have the power and duty to determine whether any business
proposed to be brought before the meeting was proposed in accordance with the
procedures set forth in this Section 1.11 and, if any proposed business is not
in compliance with this Section 1.11, to declare that such defective proposal
shall be disregarded.


     For purposes of this Section 1.11, “public announcement” shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to Section 13, 14 or 15(d) of the Securities and Exchange Act of 1934 (the
“Exchange Act”).


     Notwithstanding the foregoing provisions of this Section 1.11, a
stockholder
shall also comply with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters set forth in this
Section 1.11. Nothing in this Section 1.11 shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act.


ARTICLE II

BOARD OF DIRECTORS


     SECTION 2.1. General Powers, Number, Qualifications and Term of
Office. The business and property of the Corporation shall be managed and
controlled by the Board of Directors. The Board of Directors shall consist of
not fewer than 14 nor more than 17 directors, the exact number to be determined
from time to time only by resolution adopted by the Board of Directors.
Directors need not be stockholders.


     The directors shall be classified by the Board of Directors, with respect
to







 




the duration of the term for which they severally hold office, into three
classes as nearly equal in number as possible, with the term of office of the
first class of directors to expire at the Fiscal Year 2002 annual meeting of
stockholders (“Class I”), the term of office of the second class to expire at
the Fiscal Year 2003 annual meeting of stockholders (“Class II”) and the term
of office of the third class to expire at the Fiscal Year 2004 annual meeting
of stockholders (“Class III”). At each annual meeting of stockholders
commencing with the Fiscal Year 2002 annual meeting, the successors of the
class of directors whose term expires at that meeting shall be elected for a
term of office expiring at the third succeeding annual meeting of stockholders
following the election of such directors. The Board of Directors shall increase
or decrease the number of directors in one or more classes as may be
appropriate whenever it increases or decreases the number of directors pursuant
to this Section 2.1, in order to ensure that the three classes shall be as
nearly equal in number as possible. Each director of the Corporation shall hold
office as provided above and until his or her successor shall have been elected
and qualified.


     Until (x) immediately prior to the commencement of the first annual
meeting
of stockholders following December 31, 2003, or (y) such earlier time as Mr.
Jerome F. Tatar shall retire in accordance with the terms of his employment
agreement with the Corporation (the earlier of such dates being the “Transition
Date”), (i) the ratio of Continuing Westvaco Directors (as defined below) to
Continuing Mead Directors (as defined below) shall be maintained at a ratio of
1 to 1 and all vacancies on the Board created by the cessation of service of a
Continuing Westvaco Director shall be filled by a nominee selected by a
majority of the Continuing Westvaco Directors, and all vacancies on the Board
created by the cessation of service of a Continuing Mead Director shall be
filled by a nominee selected by a majority of the Continuing Mead Directors,
and (ii) the Continuing Westvaco Directors and the Continuing Mead Directors
shall be apportioned among the three classes of the Board of Directors such
that the ratio of Continuing Westvaco Directors to Continuing Mead Directors is
as near as practicable to 1 to 1 in each of the three classes. Notwithstanding
the foregoing, no action of the Board of Directors shall be deemed invalid
solely because one or more vacancies on the Board of Directors caused the
ratios specified in the preceding sentence not to be satisfied at the time such
action is taken. The provisions of this paragraph may be modified, amended or
repealed, and any Bylaw provision inconsistent with the provisions of this
paragraph may be adopted, only by the stockholders or an affirmative vote of at
least 66 2/3% of the entire Board of Directors then in office. In the event of
any inconsistency between any other provision of these Bylaws and any provision
of this paragraph, the provisions of this paragraph shall control.


     “Continuing Westvaco Directors” shall mean the directors of Westvaco
immediately prior to the Effective Time (as defined in the Merger Agreement) of
the Merger who were selected to be directors of the Corporation by the Board of
Directors of Westvaco prior to the Effective Time and any additional directors







 




of the Corporation who take office after the Effective Time who are nominated
by a majority of the Continuing Westvaco Directors as Continuing Westvaco
Directors.


     “Continuing Mead Directors” shall mean the directors of Mead immediately
prior to the Effective Time of the Merger who were selected to be directors of
the Corporation by the Board of Directors of Mead prior to the Effective Time
and any additional directors of the Corporation who take office after the
Effective Time who are nominated by a majority of the Continuing Mead Directors
as Continuing Mead Directors.


     “Merger Agreement” shall mean the Amended and Restated Agreement and Plan
of
Merger, dated October 5, 2001 by and among the Corporation, William Merger Sub
Corporation, Michael Merger Sub Corporation, The Mead Corporation and Westvaco
Corporation


     SECTION 2.2. Age Limitation. No person shall serve as a director of the
Corporation following the annual meeting of stockholders after attaining age
70; provided that any director who will attain the age of 72 prior to the 2004
annual meeting of stockholders may serve as a director of the Corporation until
immediately prior to such annual meeting.


     SECTION 2.3. Election of Directors; Vacancies; New Directorships. The
directors shall be elected by class annually in the manner provided in these
Bylaws. At each annual or special meeting of the stockholders for the election
of directors, at which a quorum is present, the persons receiving the greatest
number of votes shall be the directors. Any vacancies on the Board of Directors
caused by death, removal, resignation or any other cause and any newly created
directorships resulting from any increase in the authorized number of
directors, may be filled only by a majority of the directors then in office,
even though less than a quorum, at any regular or special meeting of the Board
of Directors, and each director so elected shall hold office for the remainder
of the full term of the class in which the new directorship was created or the
vacancy occurred.


     SECTION 2.4. Removal of Directors. Any director may be removed with
cause,
at any time, by the affirmative vote of at least 75% of the combined voting
power of the then-outstanding shares of all classes and series of stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, at a special meeting of stockholders duly called
and held for the purpose or at an annual meeting of stockholders.


     SECTION 2.5. Notification of Nomination. Nominations for the election of
directors may be made by the Board of Directors or by any stockholder entitled
to vote for the election of directors. Any stockholder entitled to vote for the
election of directors at a meeting may nominate persons for election as
directors only if written notice of such stockholder’s intent to make such







 




nomination is given, either by personal delivery or by the United States mail,
postage prepaid, to the Secretary of the Corporation, not later than (i) with
respect to an election to be held at an annual meeting of stockholders, 90 days
in advance of such meeting, and (ii) with respect to an election to be held at
a special meeting of stockholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to stockholders. With respect to the annual meeting to be held
in 2002, such notice must be received no later than February 1, 2002.* Each
such notice shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated,
(b) a representation that such stockholder is a holder of record of stock of
the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified
in the notice, (c) a description of all arrangements or understandings between
such stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by such stockholder, (d) such other information regarding each nominee
proposed by such stockholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had each nominee been nominated, or intended to be
nominated by the Board of Directors, and (e) the consent of each nominee to
serve as a director of the Corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedures.


     SECTION 2.6. Place of Meetings. The Board of Directors may hold its
meetings at such place or places, within or without the State of Delaware, as
it may from time to time determine. In the absence of any such determination,
such meetings shall be held at the principal business office of the
Corporation. Any meeting may be held upon direction to the Secretary by the
Chairman of the Board, or, in his absence, by the President at any place,
provided that notice of the place of such meeting, whether regular or special,
shall be given in the manner provided in Section 2.9 of this Article.







	*	 	The parties will agree to an appropriate amendment to this provision if the
first annual meeting is delayed significantly beyond April 2002


     SECTION 2.7. Regular Meetings. Regular meetings of the Board of
Directors
shall be held in each year on such dates as a resolution of the Board of
Directors may designate at the beginning of each year. Any regular meeting of
the Board may be dispensed with upon order of the Board of Directors, or by the
Chairman of the Board, or, in his absence, the President if notice thereof is
given to each director at least one day prior to the date scheduled for the
meeting. If any day fixed for a regular meeting shall be a legal holiday, then
such meeting shall be held on the next succeeding business day not a legal
holiday. No notice shall be required for any regular meeting of the Board,







 




except that notice of the place of such meeting shall be given (as provided in
Section 2.9) if such meeting is to be held at a place other than the principal
business office of the Corporation or if the meeting is held on a date other
than that established at the beginning of each year by a resolution of the
Board of Directors.


     SECTION 2.8. Special Meetings. Special meetings of the Board of
Directors
shall be held whenever called by the direction of the Chairman of the Board,
the President, an Executive Vice President, or a majority of the Board of
Directors then in office.


     SECTION 2.9. Notice of Special Meetings. Notice of the place, day and
hour
of every special meeting of the Board of Directors shall be given by the
Secretary or an Assistant Secretary to each director at least twelve hours
before the meeting, by telephone, telegraph or cable, telecopier or e-mail, or
by delivery to him personally or to his residence or usual place of business,
or by mailing such notice at least three days before the meeting, postage
prepaid, to him at his last known post office address according to the records
of the Corporation. Except as provided by statute, or by Section 4.3 or Section
7.8 of these Bylaws, such notice need not state the business to be transacted
at any special meeting. No notice of any adjourned meeting of the Board of
Directors need be given. A meeting may be held at any time without notice if
all the directors are present or if those not present waive notice of the
meeting in accordance with Section 7.6 of these Bylaws.


     SECTION 2.10. Quorum and Manner of Acting. A whole number of directors
equal to at least a majority of the total number of directors as determined by
resolution in accordance with Section 2.1, regardless of any vacancies, shall
constitute a quorum for the transaction of business at any meeting except to
fill vacancies in accordance with Section 2.1 and Section 2.3 of this Article,
and the act of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors unless otherwise
provided by statute or these Bylaws. In the absence of a quorum, a majority of
the directors present may adjourn the meeting from time to time without further
notice until a quorum be had. At any such adjourned meeting at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting as originally scheduled. The directors present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.


     SECTION 2.11. Chairman; Secretary. At each meeting of the Board of
Directors, the Chairman of the Board shall act as Chairman. If there is no
Chairman of the Board, or in the event of his absence or disability, the
President or in his absence or disability, one of the Executive Vice Presidents
who is also a director, or in their absence, a director chosen by a majority of
the directors present, shall act as Chairman. The Secretary, or in his absence
or disability, an Assistant Secretary, or any person appointed by the Chairman







 




of the meeting, shall act as Secretary of the meeting.


     SECTION 2.12. Compensation. Each director except a director who is an
active employee of the Corporation in receipt of a salary shall be paid such
sums as director’s fees as shall be fixed by the Board of Directors. Each
director may be reimbursed for all expenses incurred in attending meetings of
the Board of Directors and in transacting any business on behalf of the
Corporation as a director. Nothing in this Section 2.12 shall be construed to
preclude a director from serving the Corporation in any other capacity and
receiving compensation therefor.


     SECTION 2.13. Indemnity. Each director, officer and employee, past or
present, of the Corporation, and each person who serves or may have served at
the request of the Corporation as a director, officer or employee of another
corporation and their respective heirs, administrators and executors, shall be
indemnified by the Corporation in accordance with, and to the fullest extent
provided by, the provisions of the General Corporation Law of the State of
Delaware as it may from time to time be amended. Each agent of the Corporation
and each person who serves or may have served at the request of the Corporation
as an agent of another corporation, or as an employee or agent of any
partnership, joint venture, trust or other enterprise may, in the discretion of
the Board of Directors, be indemnified by the Corporation to the same extent as
provided herein with respect to directors, officers and employees of the
Corporation.


ARTICLE III

COMMITTEES


     SECTION 3.1. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. Such resolution shall specify a designation by which a committee
shall be known, shall fix its powers and authority, and may fix the term of
office of its members. Any such committee, to the extent provided in the
resolution of the Board of Directors, or in the Bylaws of the Corporation,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; except as otherwise provided by statute. Until the Transition Date,
the members of each committee and chairpersons of all committees, as a group,
shall, to the extent reasonably practicable, consist of an equal number of
continuing Westvaco Directors and continuing Mead Directors.


     SECTION 3.2. Removal; Vacancies. The members of committees of directors
shall serve at the pleasure of the Board of Directors. Subject to Section 3.1,
any member of a committee of directors may be removed at any time and any
vacancy in any such committee may be filled by majority vote of the whole Board







 




of Directors.


     SECTION 3.3. Compensation. The Board of Directors may by resolution
determine from time to time the compensation, if any, including reimbursement
for expenses, of members of any committee of directors for services rendered to
the Corporation as a member of any such committee.


ARTICLE IV

OFFICERS


     SECTION 4.1. Number. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board, a President, one
or more Vice Presidents, a Secretary and a Treasurer. Officers of the
Corporation may also include a Comptroller, Assistant Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and Assistant Comptrollers. One or
more persons may hold any two of such offices. The Chairman of the Board and
the President shall be chosen from the Board of Directors and the President
shall be designated by the Board of Directors as the Chief Executive Officer of
the Corporation. Subject to the direction of the Board of Directors, the Chief
Executive Officer shall have general supervision of the business and affairs of
the Corporation and over its officers, employees and agents with such powers
and duties incident to being Chief Executive Officer of a corporation, and as
are provided for him in these Bylaws. In addition, the Chief Executive Officer
shall exercise such other powers and perform such other duties as may be
assigned to him by the Board of Directors. The Board of Directors may add
additional titles to any office to indicate seniority or additional
responsibility.


     SECTION 4.2. Election; Term of Office and Qualifications. The officers
shall be chosen annually by the Board of Directors at its first regular meeting
following the annual meeting of stockholders and each shall hold office until
the corresponding meeting in the next year and until his successor shall have
been elected and shall qualify, or until his earlier death or resignation or
until he shall have been removed in the manner provided in Section 4.3. Any
vacancy in any office shall be filled for the unexpired portion of the term by
the Board of Directors at any regular or special meeting.


     SECTION 4.3. Removal. Other than the Chairman of the Board, any officer
may be removed from office, either with or without cause, by the Chief
Executive Officer or, the majority of the whole Board of Directors at a special
meeting called for that purpose, or at a regular meeting; provided that the
officers listed on Exhibit B to the Merger Agreement shall be removed by the
Chief Executive Officer only upon approval by a majority of the whole Board of
Directors then in office at a special meeting called for that purpose or at a
regular meeting.


     SECTION 4.4. Designation of the Chairman of the Board and the President.







 


     The Board of Directors has resolved that Mr. Jerome F. Tatar shall be the
Chairman of the Board, and that Mr. John A. Luke, Jr. shall be the President
and
Chief Executive Officer of the Corporation. Until the Transition Date, the
removal of Mr. Tatar from the office of Chairman of the Board, the removal of
Mr. Luke from the office of President and Chief Executive Officer of the
Corporation or any other action inconsistent with the first sentence of this
paragraph or the roles and responsibilities of the Chairman of the Board and
the
Chief Executive Officer set forth in the Bylaws shall require, if such action
is
taken by the Board of Directors, the affirmative vote of at least 66 2/3% of
the
entire Board of Directors then in office.


     SECTION 4.5. Salaries. The Board of Directors shall have authority to
determine any and all salaries of employees of the Corporation. The Board may
by resolution authorize a committee of directors (none of whom shall be an
officer or employee of the Corporation) to fix any such salaries. Salaries not
determined by the Board of Directors, or by a committee of directors, may be
fixed by the Chief Executive Officer.


     SECTION 4.6. The Chairman of the Board. The Chairman of the Board shall
be, to the extent so provided in his or her employment agreement (if any) with
the Corporation, an officer and employee of the Corporation and shall preside
at all meetings of the stockholders and of the Board of Directors. The Chairman
of the Board shall have all powers and perform all duties incident to the
office of a Chairman of the Board of a corporation, and as are provided for him
in these Bylaws, and shall exercise such other powers and perform such other
duties as may be assigned to him by the Board of Directors. In addition, the
Chairman of the Board shall have such powers and duties as are set forth in his
or her employment agreement with the Corporation. If there is no President or
in the event of his or her death or disability, the Chairman of the Board shall
perform the duties and exercise the powers of the President.


     SECTION 4.7. The President and Chief Executive Officer. The President
shall have all powers and perform all duties incident to the office of the
President as are provided for him in these Bylaws and shall exercise such other
powers and perform such other duties as may be assigned to him by the Board of
Directors. In addition, the President shall have such powers and duties as are
set forth in his or her employment agreement with the Corporation. If there is
no Chairman of the Board or in the event of his death or disability, the
President shall perform the duties and exercise the powers of the Chairman of
the Board.


     SECTION 4.8. The Vice Presidents. The Vice Presidents shall have such
powers and perform such duties as are provided for them in these Bylaws and as
may be assigned to them, or any of them, by the Board of Directors or the Chief
Executive Officer or, to the extent contemplated by his employment agreement
with the Corporation, the Chairman of the Board. The Executive Vice Presidents
(in order of first designation as an Executive Vice President), in the event of







 




the death or disability of the President and the Chairman of the Board, shall
perform all the duties of the President and when so acting shall have the
powers of the President. In the event of the death or disability of the
President, the Chairman of the Board (if such Person is an officer of the
Corporation) and all Executive Vice Presidents, the available Senior Vice
President (in order of first designation as a Senior Vice President), or in the
event of the death or disability also of all Senior Vice Presidents, the Vice
President who is available and was first elected a Vice President prior to all
other available Vice Presidents shall perform all the duties of the President
and when so acting shall have the powers of the President. A Vice President
performing the duties and exercising the powers of the President shall perform
the duties and exercise the powers of the Chief Executive Officer if there is
no Chairman of the Board or in the event of the death or disability of the
Chairman of the Board.


     SECTION 4.9. The Assistant Vice Presidents. The Assistant Vice
Presidents
shall have such powers and perform such duties as may be assigned to them, or
any of them, by the Board of Directors or the Chief Executive Officer.


     SECTION 4.10. The Secretary. The Secretary shall keep, or cause to be
kept
in books provided for the purpose, the minutes of the meeting of stockholders
and of the Board of Directors and any minutes of Committees of the Board of
Directors; shall see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by statute; shall be custodian of
the records and of the corporate seal or seals of the Corporation; and shall
cause the corporate seal to be affixed to any document the execution of which,
on behalf of the Corporation, under its seal, is duly authorized and when so
affixed, may attest the same. The Secretary shall have all powers and perform
all duties incident to the office of a secretary of a corporation and as are
provided for in these Bylaws and shall exercise such other powers and perform
such other duties as may be assigned by the Board of Directors, or, as to
matters not related to the Board of Directors, the Chief Executive Officer or,
as to matters related to the Board of Directors, the Chairman of the Board.


     SECTION 4.11. The Assistant Secretaries. In the absence or disability of
the Secretary, the Assistant Secretary designated by the Secretary shall
perform all the duties of the Secretary and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the Secretary. The
Assistant Secretaries shall exercise such powers and perform such duties as are
provided for them in these Bylaws and as may be assigned to them, or any of
them, by the Board of Directors, the Chief Executive Officer or the Secretary.


     SECTION 4.12. The Treasurer. The Treasurer shall have general charge of
and general responsibility for all funds, securities, and receipts of the
Corporation and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust
companies or other depositories as shall from time to time be designated in







 




accordance with Section 5.2 of these Bylaws. He shall have all powers and
perform all duties incident to the office of a treasurer of a corporation and
as are provided for him in these Bylaws and shall exercise such other powers
and perform such other duties as may be assigned to him by the Board of
Directors or the Chief Executive Officer.


     SECTION 4.13. The Assistant Treasurers. In the absence or disability of
the Treasurer, the Assistant Treasurer designated by the Treasurer shall
perform all the duties of the Treasurer and, when so acting, shall have all the
powers of and be subject to all the restrictions upon the Treasurer. The
Assistant Treasurers shall exercise such powers and perform such duties as are
provided for them in these Bylaws and as may be assigned to them, or any of
them, by the Board of Directors, the Chief Executive Officer or the Treasurer.


     SECTION 4.14. The Comptroller. The Comptroller shall have general charge
and supervision of financial reports; he shall maintain adequate records of all
assets, liabilities and transactions of the Corporation; he shall keep the
books and accounts and cause adequate audits thereof to be made regularly; he
shall exercise a general check upon the disbursements of funds of the
Corporation; and in general shall perform all duties incident to the office of
a comptroller of a corporation, and shall exercise such other powers and
perform such other duties as may be assigned to him by the Board of Directors
or the Chief Executive Officer.


     SECTION 4.15. The Assistant Comptrollers. In the absence or disability
of
the Comptroller, the Assistant Comptroller designated by the Comptroller shall
perform all the duties of the Comptroller and, when so acting, shall have all
the powers of and be subject to all the restrictions upon the Comptroller. The
Assistant Comptrollers shall exercise such other powers and perform such other
duties as from time to time may be assigned to them, or any of them, by the
Board of Directors, the Chief Executive Officer or the Comptroller.


ARTICLE V

AUTHORITY TO ACT AND SIGN FOR THE CORPORATION


     SECTION 5.1. Contracts, Agreements, Checks and Other Instruments.
Except
as may be otherwise provided by statute or by the Board of Directors, the
Chairman of the Board, the President, each Executive or Senior Vice President,
the Secretary, the Treasurer, and each of them, may make, sign, endorse,
verify, acknowledge and deliver, in the name and on behalf of the Corporation,
all deeds, leases and other conveyances, contracts, agreements, checks, notes,
drafts and other commercial paper, bonds, assignments, bills of sale, releases,
reports and all other instruments and documents deemed necessary or advisable
by the officer or officers executing the same for carrying on the business and
affairs of the Corporation, subject, however, to Section 5.5 relating to stock
certificates of the Corporation, to Section 5.6 relating to execution of
proxies and to Section 5.7 relating to securities held by the Corporation.







 


     SECTION 5.2. Bank Accounts; Deposits; Checks, Drafts and Orders Issued in
the Corporation’s Name. Except as otherwise provided by the Board of
Directors, any two of the following officers: the Chairman of the Board, the
President, any Vice President, and the Treasurer may from time to time, (1)
open and keep in the name and on behalf of the Corporation, with such banks,
trust companies or other depositories as they may designate, general and
special bank accounts for the funds of the Corporation, (2) terminate any such
bank accounts and (3) select and contract to rent and maintain safe deposit
boxes with depositories as they may designate and terminate such contracts and
authorize access to any safe deposit box by any two employees designated for
such purposes, at least one of whom shall be an officer, and revoke such
authority. Any such action by two of the officers as specified above shall be
made by an instrument in writing signed by such two officers and filed with the
Secretary. A copy of such instrument, certified by the Secretary or an
Assistant Secretary, shall be evidence to all concerned that the designations
or terminations therein contained are duly authorized on behalf of the
Corporation at the time of the certification.


     All funds and securities of the Corporation shall be deposited in such
banks, trust companies and other depositories as are designated by the Board of
Directors or by the aforesaid officers in the manner hereinabove provided, and
for the purpose of such deposits, the Chairman of the Board, the President, any
Vice President, the Secretary, the Treasurer or an Assistant Treasurer, and
each of them, or any other person or persons authorized by the Board of
Directors, may endorse, assign and deliver checks, notes, drafts, and other
orders for the payment of money which are payable to the Corporation. Except as
otherwise provided by the Board of Directors, all checks, drafts or orders for
the payment of money, drawn in the name of the Corporation, may be signed by
the Chairman of the Board, the President, any Executive or Senior Vice
President, the Secretary or the Treasurer or by any other officers or any
employees of the Corporation who shall from time to time be designated to sign
checks, drafts, or orders on all accounts or on any specific account of the
Corporation by an “instrument of designation” signed by any two of the
following officers: the Chairman of the Board, the President, any Executive or
Senior Vice President, and the Treasurer, and filed with the Secretary. The
Secretary or any Assistant Secretary shall make certified copies of such
instruments of designation and such certified copies shall be evidence to all
concerned of the authority of the persons designated therein at the time of the
certification. An instrument of designation may provide for (1) the facsimile
signature of any person authorized to sign by such instrument or by this
Section 5.2 or (2) the revocation of authority of any person (other than an
officer named in this Section 5.2) to sign checks, drafts or orders drawn in
the name of the Corporation.


     SECTION 5.3. Delegation of Authority. The Board of Directors, the
Chairman
of the Board, the President or any Executive Vice President may appoint such







 




managers and attorneys and agents of the Corporation (who also may be employees
of the Corporation) as may be deemed desirable who shall serve for such
periods, have such powers, bear such titles and perform such duties as the
Board of Directors, the Chairman of the Board, the President or an Executive
Vice President may from time to time prescribe.


     SECTION 5.4. Stock Certificates. All certificates of stock issued by the
Corporation shall be executed in accordance with Section 6.1 of these Bylaws.


     SECTION 5.5. Voting of Stock in Other Corporations. Stock in other
corporations, which may from time to time be held by the Corporation, may be
represented and voted at any meeting of stockholders of such other corporation
by proxy executed in the name of the Corporation by the Chairman of the Board,
the President, any Executive Vice President or the Treasurer, with the
corporate seal affixed and attested by the Secretary.


ARTICLE VI

STOCK


     SECTION 6.1. Certificates of Stock. Each holder of stock shall be
entitled
to have a certificate or certificates, certifying the number and kind of shares
owned by him in the Corporation signed by the Chairman of the Board, the
President or an Executive Vice President and the Secretary and sealed with the
seal of the Corporation. Where such certificate is signed by a transfer agent
and by a registrar, the signatures of Corporation officers and the corporate
seal may be facsimile, engraved or printed. In case any officer who shall have
signed, or whose facsimile signature shall have been used on any such
certificate, shall cease to be such officer of the Corporation, whether caused
by death, resignation or otherwise, before such certificate shall have been
delivered by the Corporation, such certificate shall nevertheless be deemed to
have been adopted by the Corporation and may be issued and delivered as though
the person who signed the same, or whose facsimile signature shall have been
used thereon, had not ceased to be such officer of the Corporation. The
certificates for shares of the capital stock of the Corporation shall be in
such forms as shall be approved by the Board of Directors.


     SECTION 6.2. Transfer of Stock. Shares of stock shall be transferable
only
on the books of the Corporation by the holder thereof, in person or by duly
authorized attorney, upon the surrender of the certificate, properly endorsed,
representing the shares to be transferred.


     SECTION 6.3. Transfer Agents and Registrars. The Corporation may have a
transfer agent and a registrar of its stock for different locations appointed
by the Board of Directors from time to time. The Board of Directors may direct
that the functions of transfer agent and registrar be combined and appoint a
single agency to perform both functions at one or more locations. Duties of the
transfer agent, registrar and combined agency may be defined from time to time








 



by the Board of Directors. No certificate of stock shall be valid until
countersigned by a transfer agent and until registered by a registrar even if
both functions are performed by a single agency.


     SECTION 6.4. Record Dates. The Board of Directors shall have power to
fix
in advance a record date to determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof or to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action and such record
date shall not be more than sixty nor less than ten days before the date of any
meeting, nor more than sixty days prior to any other action.


ARTICLE VII

SUNDRY PROVISIONS


     SECTION 7.1. Offices. The Corporation’s principal office, principal
place
of business, and principal business office shall be at One High Ridge Park,
Stamford, Connecticut. In the State of Delaware the Corporation’s registered
office shall be in the City of Wilmington, County of New Castle. The
Corporation may also have other offices at such other places as the business of
the Corporation may require.


     SECTION 7.2. Seal. The corporate seal of the Corporation shall have
inscribed thereon the following words and figures: MeadWestvaco Corporation
2001 Incorporated Delaware. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or otherwise reproduced. A duplicate seal or
duplicate seals may be provided and kept for the necessary purposes of the
Corporation.


     SECTION 7.3. Books and Records. The Board of Directors may determine
from
time to time whether, and, if allowed, when and under what conditions and
regulations, the books and records of the Corporation, or any of them, shall be
open to the inspection of stockholders, and the rights of stockholders in this
respect are and shall be limited accordingly (except as otherwise provided by
statute). Under no circumstances shall any stockholder have the right to
inspect any book or record or receive any statement for an improper or illegal
purpose. Subject to the provisions of statutes relating thereto, the books and
records of the Corporation may be kept outside the State of Delaware at such
places as may be from time to time designated by the Board of Directors.


     SECTION 7.4. Fiscal Year. Unless otherwise ordered by the Board of
Directors, the fiscal year of the Corporation shall be twelve calendar months
beginning on the first day of January in each year.


     SECTION 7.5. Independent Public Accountants. The Board of Directors
shall
appoint annually an independent public accountant or firm of independent public







 




accountants to audit the books of the Corporation for each fiscal year; this
appointment shall be subject to shareholder ratification at the annual meeting
next succeeding the appointment.


     SECTION 7.6. Waiver of Notice. Any shareholder or director may waive any
notice required to be given by law or by the provisions of the Certificate of
Incorporation or by these Bylaws; provided that such waiver shall be in writing
and signed by such shareholder or director or by the duly authorized attorney
of the shareholder, either before or after the meeting, notice of which is
being waived.


     SECTION 7.7. Authorization to Transact Business. The Chairman of the
Board
or the President, together with the Secretary, is authorized to qualify the
Corporation as a foreign corporation in any state of the United States or to
withdraw such qualification when deemed necessary and to appoint an agent or
agents to act on behalf of the Corporation in any state where the Corporation
qualifies to do business.


     SECTION 7.8. Amendments. The Board of Directors shall have power to
make,
alter and amend any Bylaws of the Corporation by a vote of a majority of the
whole Board at any regular meeting of the Board of Directors, or any special
meeting of the Board if notice of the proposed Bylaw, alteration or amendment
be contained in the notice of such special meeting; provided, however, that no
Bylaw shall be deemed made, altered or amended, by the Board of Directors
unless the resolution authorizing the same shall specifically state that a
Bylaw is thereby being made, altered or amended. Except as otherwise provided
in these Bylaws or the Certificate of Incorporation, the shareholders of the
Corporation may make, alter, amend or repeal any Bylaws of the Corporation by
the affirmative vote of the majority of the stock entitled to vote at any
annual or special meeting. Until the Transition Date, Sections 3.1, 3.2, 4.1,
4.3, 4.4, 4.6, 4.7,
4.8, 4.9 and 7.8 hereof may be modified, amended or repealed, and any Bylaw
provision inconsistent with the provisions in these Sections may be adopted,
only by the stockholders or an affirmative vote of at least 66 2/3% of the
entire Board of Directors then in office.