CAMBREX CORPORATION

 

                                    By - Laws

 

      Article I

 

      OFFICES

 

Section 1.

 

      The registered office of the Corporation in the State of Delaware shall be

in the City of Wilmington, County of New Castle, State of Delaware.

 

      The Corporation shall have offices at such other places as the Board of

Directors may from time to time determine.

 

      Article II

 

      STOCKHOLDERS

 

Section 1. ANNUAL MEETING.

 

      The annual meeting of the stockholders for the election of Directors and

for the transaction of such other business as may properly come before the

meeting shall be held on such date as the Board of Directors shall each year

fix. Each such annual meeting shall be held at such place, within or without the

State of Delaware, and hour as shall be determined by the Board of Directors.

The day, place and hour of each annual meeting shall be specified in the notice

of annual meeting.

 

      The meeting may be adjourned from time to time and place to place until

its business is completed.

 

      At an annual meeting of the stockholders, only such business shall be

conducted as shall have been properly brought before the meeting. To be properly

brought before an annual meeting, business 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 stockholder. For business to be properly brought before an

annual meeting by a stockholder, the stockholder must have given timely notice

thereof in writing to the Secretary of the Corporation. To be timely, a

stockholder's notice must be delivered to or mailed and received at the

principal executive offices of the Corporation, not less than sixty days nor

more than ninety days prior to the meeting; provided, however, that in the event

that less than seventy days' notice or prior public disclosure of the date of

the meeting is given or made to

 

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stockholders, notice by the stockholder to be timely must be so received not

later than the close of business on the tenth day following the date on which

such notice of the date of the annual meeting was mailed or such public

disclosure was made. A stockholder's notice to the Secretary shall set forth as

to each matter the stockholder proposes to bring before the annual meeting (a) a

brief description of the business desired to be brought before the annual

meeting, (b) the name and address, as they appear on the Corporation's books, of

the stockholder proposing such business, (c) the class and number of shares of

the Corporation which are beneficially owned by the stockholder, and (d) any

material interest of the stockholder in such business. Notwithstanding anything

in the By Laws to the contrary, no business shall be conducted at an annual

meeting except in accordance with the procedures set forth in this Section 1.

The presiding officer of an annual meeting shall, if the facts warrant,

determine and declare to the meeting that business was not properly brought

before the meeting and in accordance with the provisions of this Section 1, and

if he should so determine, he shall so declare to the meeting and any such

business not properly brought before the meeting shall not be transacted.

 

Section 2. SPECIAL MEETINGS.

 

      Except as otherwise required by law and subject to the rights of the

holders of any class or series of stock having a preference over the Common

Stock as to dividends or on liquidation, special meetings of the stockholders

may be called only by the Chairman of the Board, the President, or the Board of

Directors pursuant to a resolution approved by a majority of the entire Board of

Directors.

 

Section 3. STOCKHOLDER ACTION; HOW TAKEN.

 

      Any action required or permitted to be taken by the stockholders of the

Corporation must be effected at a duly called annual or special meeting of such

holders and may not be effected by any consent in writing by such holders.

 

Section 4. NOTICE OF MEETING.

 

      Notice of every meeting of the stockholders shall be given in the manner

prescribed by law.

 

Section 5. QUORUM.

 

      Except as otherwise required by law, the Certificate of Incorporation or

these By Laws, the holders of a majority of the shares entitled to vote at any

meeting of the stockholders, present in person or by proxy, shall constitute a

quorum and the act of the majority of such quorum shall be deemed the act of the

stockholders.

 

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      If a quorum shall fail to attend any meeting, the chairman of the meeting

may adjourn the meeting to another place, date or time.

 

      If a notice of any adjourned special meeting of stockholders is sent to

all stockholders entitled to vote thereat, stating that it will be held with

those present constituting a quorum, then, except as otherwise required by law,

those present at such adjourned meeting shall constitute a quorum and all

matters shall be determined by a majority of votes cast at such meeting.

 

Section 6. QUALIFICATION OF VOTERS.

 

      The Board of Directors (hereinafter sometimes referred to as the "Board")

may fix a day and hour not more than sixty nor less than ten days prior to the

day of holding any meeting of the stockholders as the time as of which the

stockholders entitled to notice of and to vote at such meeting shall be

determined. Only those persons who were holders of record of voting stock at

such time shall be entitled to notice of and to vote at such meeting.

 

Section 7. PROCEDURE.

 

      The order of business and all other matters of procedure at every meeting

of the stockholders may be determined by the presiding officer.

 

      The Board shall appoint one or more inspectors of election to serve at

every meeting of the stockholders at which Directors are to be elected.

 

      ARTICLE III

 

      DIRECTORS

 

Section 1. NUMBER, ELECTION AND TERMS.

 

      Except as otherwise fixed pursuant to the provisions of Article Fourth of

the Certificate of Incorporation relating to the rights of the holders of any

class or series of stock having a preference over the Common Stock as to

dividends or upon liquidation to elect additional directors under specified

circumstances, the number of Directors shall be fixed from time to time by the

Board of Directors but shall not be less than three nor more than eleven. The

Directors, other than those who may be elected by the holders of any class or

series of stock having a preference over the Common Stock as to dividends or

upon liquidation shall be classified, with respect to the time for which they

severally hold office, into three classes, as nearly equal in number as

possible, as determined by the Board of Directors, one class to hold office

initially for a term expiring at the annual

 

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meeting of stockholders to be held in 1988, another class to hold office

initially for a term expiring at the annual meeting of stockholders to be held

in 1989, and another class to hold office initially for a term expiring at the

annual meeting of stockholders to be held in 1990, with the members of each

class to hold office until their successors are elected and qualified. At each

annual meeting of stockholders, the successors of the class of Directors whose

term expires at that meeting shall be elected to hold office for a term expiring

at the annual meeting of stockholders held in the third year following the year

of their election.

 

      The term "entire Board" as used in these ByLaws means the total number of

Directors which the Corporation would have if there were no vacancies.

 

      Subject to the rights of holders of any class or series of stock having a

preference over the Common Stock as to dividends or upon liquidation,

nominations for the election of Directors may be made by the Board of Directors

or a committee appointed by the Board of Directors or by any stockholder

entitled to vote in the election of Directors generally. However, any

stockholder entitled to vote in the election of Directors generally may nominate

one or more persons for election as Directors at a meeting only if written

notice of such stockholder's intent to make such nomination or nominations has

been given, either by personal delivery or by 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, ninety days prior

to the anniversary date of the immediately preceding annual 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 tenth day following the

date on which notice of such meeting is first given to stockholders. 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 the 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 the

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

the stockholder; (d) such other information regarding each nominee proposed by

such stockholder as would be required to be included in a proxy statement filed

pursuant to the proxy rules of the Securities and Exchange Commission; and (e)

the consent of each nominee to serve as a Director of the Corporation if so

elected. The presiding officer of the meet ing may refuse to acknowledge the

nomination of any person not made in compliance with the foregoing procedure.

 

Section 2. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

 

      Except as otherwise fixed pursuant to the provisions of Article Fourth of

the Certificate of Incorporation relating to the rights of the holders of any

class or series of stock having a preference over the Common Stock as to

dividends or upon liquidation to elect Directors under specified circumstances,

newly created directorships resulting from

 

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any increase in the number of Directors and any vacancies on the Board of

Directors resulting from death, resignation, disqualification, removal or other

cause shall be filled solely by the affirmative vote of a majority of the

Directors or the sole Director then remaining in office, even though less than a

quorum of the Board of Directors. Any Directors elected in accordance with the

preceding sentence shall hold office for the remainder of the full term of the

class of Directors in which the new directorship was created or the vacancy

occurred and until such Director's successor shall have been elected and

qualified. No decrease in the number of Directors constituting the Board of

Directors shall shorten the term of any incumbent Director.

 

Section 3. REMOVAL.

 

      Subject to the rights of the class or series of stock having a preference

over the Common Stock as to dividends or upon liquidation to elect Directors

under specified circumstances, any Director may be removed from office, but only

for cause and only by the affirmative vote of the holders of at least two thirds

of the combined voting power of the then outstanding shares of stock entitled to

vote generally in the election of Directors, voting together as a single class.

 

Section 4. REGULAR MEETINGS.

 

      Regular meetings of the Board shall be held at such times and places as

the Board may from time to time determine.

 

Section 5. SPECIAL MEETINGS.

 

      Special meetings of the Board may be called at any time, at any place and

for any purpose by the Chairman of the Board or the President, or by any officer

of the Corporation upon the request of a majority of the entire Board.

 

Section 6. NOTICE OF MEETING.

 

      Notice of regular meetings of the Board need not be given.

 

      Notice of every special meeting of the Board shall be given to each

Director at his usual place of business, or at such other address as shall have

been furnished by him for the purpose. Such notice shall be given at least five

business days before the meeting by being mailed or at least twenty-four hours

before the meeting by telephone or by being personally delivered or telegraphed

or telexed or telecopied or electronically transmitted by similar means to a

receiver located at the place for such notices to be delivered. Such notice need

not include a statement of the business to be transacted at, or the purpose of,

any such meeting.

 

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Section 7. QUORUM.

 

      Except as may be otherwise provided by law or in these ByLaws, the

presence of a majority of the entire Board shall be necessary and sufficient to

constitute a quorum for the transaction of business at any meeting of the Board,

and the act of a majority of such quorum shall be deemed the act of the Board.

 

      Less than a quorum may adjourn any meeting of the Board from time to time

without notice.

 

Section 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

 

      Members of the Board, or of any committee thereof, may participate in a

meeting of such Board or committee by means of conference telephone or similar

communications equipment by means of which all persons participating in the

meeting can hear each other and such participation shall constitute presence in

person at such meeting.

 

Section 9. POWERS.

 

      The business, property and affairs of the Corporation shall be managed by

or under the direction of its Board of Directors, which shall have and may

exercise all the powers of the Corporation to do all such lawful acts and things

as are not by law, or by the Certificate of Incorporation, or by these ByLaws,

directed or required to be exercised or done by the stockholders.

 

Section 10. COMPENSATION OF DIRECTORS.

 

      Directors shall receive such compensation for their services as shall be

determined by a majority of the entire Board provided that Directors who are

serving the Corporation as officers or employees and who receive compensation

for their services as such officers or employees shall not receive any salary or

other compensation for their services as Directors.

 

      ARTICLE IV

 

      OFFICERS

 

Section 1. NUMBER.

 

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      The officers of the Corporation shall be appointed or elected by the Board

of Directors. The officers shall be a Chairman of the Board, a Chief Executive

Officer, a President, such number of vice presidents as the Board may from time

to time determine, a Secretary and a Treasurer. The Chairman of the Board or, in

his absence or if such office be vacant, the Chief Executive Officer, shall

preside at all meetings of the stockholders and of the Board. Any person may

hold two or more offices, other than the offices of Chairman of the Board and

Chief Executive Officer at the same time. The Chairman of the Board and the

Chief Executive Officer shall be chosen from among the Board of Directors, but

the other officers need not be members of the Board.

 

Section 2. ADDITIONAL OFFICERS.

 

      The Board may appoint such other officers, agents and employees as it

shall deem appropriate.

 

Section 3. TERMS OF OFFICE.

 

      All officers, agents and employees of the Corporation shall hold their

respective offices or positions at the pleasure of the Board of Directors and

may be removed at any time by the Board of Directors with or without cause.

 

Section 4. DUTIES.

 

      The officers, agents and employees shall perform the duties and exercise

the powers usually incident to the offices or positions held by them

respectively, and/or such other duties and powers as may be assigned to them

from time to time by the Board of Directors or the Chief Executive Officer.

 

      ARTICLE V

 

      COMMITTEES

 

Section 1. EXECUTIVE COMMITTEE.

 

      (a) At any meeting of the Board, an Executive Committee, composed of the

Chief Executive Officer and not less than two other members of the Board, may be

designated by a majority vote of the entire Board to serve until the Board shall

otherwise determine.

 

      (b) The Executive Committee shall have and may exercise all of the powers

of the Board of Directors when the Board is not in session, except that it shall

have no power to (a) elect directors; (b) alter, amend or repeal these By-Laws

or any resolution or resolutions of the Board of Directors relating to the

Executive Committee; (c) appoint

 

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any member of the Executive Committee; or (d) take any other action which

legally may be taken only by the Board.

 

      (c) The Executive Committee shall adopt such rules as it may see fit with

respect to the calling of its meetings, the procedure to be followed thereat,

and its functioning generally.

 

      (d) Vacancies in the Executive Committee may be filled at any time by a

majority vote of the entire Board.

 

Section 2. OTHER COMMITTEES.

 

      The Board of Directors may designate by a majority vote of the entire

Board, one or more other committees, each such committee to consist of two or

more Directors of the Corporation, which to the extent provided in said

designation Directors in the management of the business and affairs of the

Corporation, such committee to have such name as may be determined by the Board

of Directors. The members of any such committee shall adopt such rules as they

may see fit with respect to the calling of its meetings, the procedure to be

followed thereat, and its functioning generally. The Board of Directors, by a

majority vote of the entire Board, shall have power to change the members of any

such committee at any time, to fill vacancies, and to discharge any such

committee, either With or without cause, at any time.

 

      ARTICLE VI

 

      INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

 

Section 1. NATURE OF INDEMNITY.

 

      The Corporation shall indemnify any person who was or is a party or is

threatened to be made a party to any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative, by

reason of the fact that he is or was or has agreed to become a director or

officer of the Corporation, or is or was serving or has agreed to serve at the

request of the Corporation as a director or officer of another corporation,

partnership, joint venture, trust or other enterprise, or by reason of any

action alleged to have been taken or omitted in such capacity, and may indemnify

any person who was or is a party or is threatened to be made a party to such an

action, suit or proceeding by reason of the fact that he is or was or has agreed

to become an employee or agent of the Corporation, or is or was serving or has

agreed to serve at the request of the Corporation as an employee or agent of

another corporation, partnership, joint venture, trust or other enterprise,

against expenses (including attorneys' fees), judgments, fines and amounts paid

in settlement actually and reasonably incurred by him or on his behalf in

connection with such action, suit or proceeding and any appeal therefrom, if he

acted in good faith and in a manner he reasonably believed to be in or not

opposed to the best

 

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interests of the Corporation, and, with respect to any criminal action or

proceeding had no reasonable cause to believe his conduct was unlawful; except

that in the case of an action or suit by or in the right of the Corporation to

procure a judgment in its favor (1) such indemnification shall be limited to

expenses (including attorneys' fees) actually and reasonably incurred by such

person in the defense or settlement of such action or suit, and (2) no

indemnification shall be made in respect of any claim, issue or matter as to

which such person shall have been adjudged to be liable to the Corporation

unless and only to the extent that the Delaware Court of Chancery or the court

in which such action or suit was brought shall determine upon application that,

despite the adjudication of liability but in view of all the circumstances of

the case, such person is fairly and reasonably entitled to indemnity for such

expenses which the Delaware Court of Chancery or such other court shall deem

proper.

 

      The termination of any action, suit or proceeding by judgment, order,

settlement, conviction, or upon a plea of nolo contendere or its equivalent,

shall not, of itself, create a presumption that the person did not act in good

faith and in a manner which he reasonably believed to be in or not opposed to

the best interests of the Corporation, and, with respect to any criminal action

or proceeding, had reasonable cause to believe that his conduct was unlawful.

 

Section 2. SUCCESSFUL DEFENSE.

 

      To the extent that a director, officer, employee or agent of the

Corporation has been successful on the merits or otherwise in defense of any

action, suit or proceeding referred to in Section 1 hereof or in defense of any

claim, issue or matter therein, he shall be indemnified against expenses

(including attorneys' fees) actually and reasonably incurred by him in

connection therewith.

 

Section 3. DETERMINATION THAT INDEMNIFICATION IS PROPER.

 

      Any indemnification of a director or officer of the Corporation under

Section 1 hereof (unless ordered by a court) shall be made by the Corporation

unless a determination is made that indemnification of the director or officer

is not proper in the circumstances because he has not met the applicable

standard of conduct set forth in Section 1 hereof. Any indemnification of an

employee or agent of the Corporation under Section 1 hereof (unless ordered by a

court) may be made by the Corporation upon a determination that indemnification

of the employee or agent is proper in the circumstances because he has met the

applicable standard of conduct set forth in Section 1 hereof. Any such

determination shall be made (1) by the Board of Directors by a majority vote of

a quorum consisting of directors who were not parties to such action, suit or

proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a

quorum of disinterested directors so directs, by independent legal counsel in a

written opinion, or (3) by the stockholders.

 

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Section 4. ADVANCE PAYMENT OF EXPENSES.

 

      Expenses incurred by a director or officer in defending a civil or

criminal action, suit or proceeding shall be paid by the Corporation in advance

of the final disposition of such action, suit or proceeding upon receipt of an

undertaking by or on behalf of the director or officer to repay such amount if

it shall ultimately be determined that he is not entitled to be indemnified by

the Corporation as authorized in this Article VI. Such expenses incurred by

other employees and agents may be so paid upon such terms and conditions, if

any, as the Board of Directors deems appropriate. The Board of Directors may

authorize the Corporation's counsel to represent such director, officer,

employee or agent in any action, suit or proceeding, whether or not the

Corporation is a party to such action, suit or proceeding.

 

Section 5. PROCEDURE FOR INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

      Any indemnification of a director or officer of the Corporation under

Sections 1 and 2, or advance of costs, charges and expenses to a director or

officer under Section 4 of this Article VI, shall be made promptly, and in any

event within 30 days, upon the written request of the director or officer. If a

determination by the Corporation that the director or officer is entitled to

indemnification pursuant to this Article VI is required, and the Corporation

fails to respond within sixty days to a written request for indemnity, the

Corporation shall be deemed to have approved such request. If the Corporation

denies a written request for indemnity or advancement of expenses, in whole or

in part, or if payment in full pursuant to such request is not made within 30

days, the right to indemnification or advances as granted by this Article VI

shall be enforceable by the director or officer in any court of competent

jurisdiction. Such person's costs and expenses incurred in connection with

successfully establishing his right to indemnification, in whole or in part, in

any such action shall also be indemnified by the Corporation. It shall be a

defense to any such action (other than an action brought to enforce a claim for

the advance of costs, charges and expenses under Section 4 of this Article VI

where the required undertaking, if any, has been received by the Corporation)

that the claimant has not met the standard of conduct set forth in Section 1,

but the burden of proving such defense shall be on the Corporation. Neither the

failure of the Corporation (including its Board of Directors, its independent

legal counsel and its stockholders) to have made a determination prior to the

commencement of such action that indemnification of the claimant is proper in

the circumstances because he has met the applicable standard of conduct set

forth in Section 1, nor the fact that there has been an actual determination by

the Corporation (including its Board of Directors, its independent legal counsel

and its stockholders) that the claimant has not met such applicable standard of

conduct, shall be a defense to the action or create a presumption that the

claimant has not met the applicable standard of conduct.

 

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Section 6. SURVIVAL; PRESERVATION OF OTHER RIGHTS.

 

      The foregoing indemnification provisions shall be deemed to be a contract

between the Corporation and each director, officer, employee and agent who

serves in any such capacity at any time while these provisions as well as the

relevant provisions of the Delaware General Corporation Law are in effect and

any repeal or modification thereof shall not affect any right or obligation then

existing with respect to any state of facts then or previously existing or any

action, suit or proceeding previously or thereafter brought or threatened based

in whole or in part upon any such state of facts. Such a "contract right" may

not be modified retroactively without the consent of such director, officer,

employee or agent.

 

      The indemnification provided by this Article VI shall not be deemed

exclusive of any other rights to which those indemnified may be entitled under

any by law, agreement, vote of stockholders or disinterested directors or

otherwise, both as to action in his official capacity and as to action in

another capacity while holding such office, and shall continue as to a person

who has ceased to be a director, officer, employee or agent and shall inure to

the benefit of the heirs, executors and administrators of such a person.

 

Section 7. INSURANCE.

 

      The Corporation shall purchase and maintain insurance on behalf of any

person who is or was or has agreed to become a director or officer of the

Corporation, or is or was serving at the request of the Corporation as a

director or officer of another corporation, partnership, joint venture, trust or

other enterprise against any liability asserted against him and incurred by him

on his behalf in any such capacity, or arising out of his status as such,

whether or not the Corporation would have the power to indemnify him against

such liability under the provisions of this Article VI, provided that such

insurance is available on acceptable terms, which determination shall be made by

a vote of a majority of the entire Board of Directors.

 

Section 8. SEVERABILITY.

 

      If this Article VI or any portion hereof shall be invalidated on any

ground by any court of competent jurisdiction, then the Corporation shall

nevertheless indemnify each director or officer and may indemnify each employee

or agent of the Corporation as to costs, charges and expenses (including

attorneys' fees), judgments, fines and amounts paid in settlement with respect

to any action, suit or proceeding, whether civil, criminal, administrative or

investigative, including an action by or in the right of the Corporation, to the

fullest extent permitted by any applicable portion of this Article VI that shall

not have been invalidated and to the fullest extent permitted by applicable law.

 

      ARTICLE VII

 

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      SEAL

 

Section 1.

 

      The corporate seal shall bear the name of the Corporation, the date 1983

and the words "Corporate Seal, Delaware".

 

      ARTICLE VIII

 

      AMENDMENTS

 

Section 1. AMENDMENT OF BY LAWS

 

      Subject to the provisions of the Certificate of Incorporation, these

ByLaws may be altered, amended or repealed at any regular meeting of the

stockholders (or at any special meeting thereof duly called for that purpose) by

the affirmative vote of the holders of at least two-thirds of the combined

voting power of the then outstanding shares of stock entitled to vote generally

in the election of directors, voting together as a single class; provided that

in the notice of such special meeting notice of such purpose shall be given.

Subject to the laws of the State of Delaware, the Certificate of Incorporation

and these By-Laws, the Board of Directors may by a majority vote of the entire

Board amend these By-Laws, or enact such other By-Laws as in their judgment may

be advisable for the regulation of the conduct of the affairs of the

Corporation.

 

 

 

TEXT OF AMENDMENTS TO THE BY-LAWS OF CAMBREX CORPORATION

Article III, Section 1 of the By-Laws is amended to read as follows:

Section 1. NUMBER, ELECTION AND TERMS.

     Except as otherwise fixed pursuant to the provisions of Article Fourth of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect additional Directors under specified circumstances, the number of Directors shall be fixed from time to time by the Board of Directors but shall not be less than three nor more than eleven. Subject to the provisions of this Section 1 below, until the 2010 annual meeting of stockholders when the following classification shall cease, Tthe Directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as determined by the Board of Directors, one class to hold office initially for a term expiring at the annual meeting of stockholders to be held in 1988, another class to hold office initially for a term expiring at the annual meeting of stockholders to be held in 1989, and another class to hold office initially for a term expiring at the annual meeting of stockholders to be held in 1990, with the members of each class to hold office until their successors are elected and qualified. At each annual meeting of stockholders until the 2008 annual meeting of stockholders, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Directors elected at or after the 2008 annual meeting of stockholders shall hold office until the first annual meeting of stockholders following their election and until a successor shall have been elected and qualified or until the Director’s prior death, resignation or removal.

     The term “entire Board” as used in these By-Laws means the total number of Directors which the Corporation would have if there were no vacancies.

     Subject to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, nominations for the election of Directors may be made by the Board of Directors or a committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of Directors generally. However, any stockholder entitled to vote in the election of Directors generally may nominate one or more persons for election as Directors at a meeting only if written notice of such stockholder’s intent to make such nomination or nominations has been given, either by personal delivery or by 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, ninety days prior to the anniversary date of the immediately preceding annual 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 tenth day following the date on which notice of such meeting is first given to stockholders. 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 the

 


 

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 the 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 the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (e) the consent of each nominee to serve as a Director of the Corporation if so elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

     Except as provided in Section 2 of this Article III, at and after the 2008 annual meeting of stockholders, each Director shall be elected by the vote of the majority of the votes cast with respect to the Director at any meeting for the election of Directors at which a quorum is present; provided that if as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of Directors to be elected, the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors. For purposes of this Section, a majority of the votes cast means that the number of votes cast “for” a Director exceeds the number of votes cast against that Director. The Governance Committee has established procedures under which any Director who is not elected (because the number of votes cast against such Director’s candidacy exceed the number of votes cast in favor of that candidacy) shall offer to tender his or her resignation to the Board of Directors. The Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will act on the Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

Article III, Section 2 of the By-Laws is amended to read as follows:

Section 2. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

     Except as otherwise fixed pursuant to the provisions of Article Fourth of the Certificate of Incorporation relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a majority of the Directors or the sole Director then remaining in office, even though less than a quorum of the Board of Directors. Any Directors elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred until the next succeeding annual meeting of stockholders following such Director’s election and until such Director’s successor shall have

 


 

been elected and qualified, including in circumstances where such Director’s predecessor was elected to a longer term. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

Article III, Section 3 of the By-Laws is amended to read as follows:

Section 3. REMOVAL.

     Subject to the rights of the class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, any Director may be removed from office, but only for with or without cause, and only by the affirmative vote of the holders of at least two thirds of the a majority of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of Directors, voting together as a single class.

Article VIII, Section 1 of the By-Laws is amended to read as follows:

     Section 1. AMENDMENT OF BY-LAWS.

     Subject to the provisions of the Certificate of Incorporation , these By-Laws may be altered, amended or repealed at any regular meeting of the stockholders (or at any special meeting thereof duly called for that purpose) by the affirmative vote of the holders of at least two-thirds of the combined a majority of the voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class; provided that in the notice of such special meeting notice of such purpose shall be given. Subject to the laws of the State of Delaware, the Certificate of Incorporation and these By-Laws, the Board of Directors may by a majority vote of the entire Board amend these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation of the conduct of the affairs of the Corporation.

 

As Amended: May 2, 2007

 

 

 

 

TEXT OF AMENDMENTS TO THE BY-LAWS OF CAMBREX CORPORATION

 

Article III, Section 3.a of the By-Laws is amended to read as follows:

 

Section 3. NUMBER, ELECTION AND TERMS.

 

(a) Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

 

The term "entire Board" as used in these By-Laws means the total number of Directors which the Corporation would have if there were no vacancies.

 

 

[As Filed: 01-29-2016]