EXHIBIT 3.2
ALBERTSON'S, INC.
BY-LAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may
from time to time determine or the business of the Corporation may require.
ARTICLE II
MEETING OF THE STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Boise, State of Idaho, at such place
as may be fixed from time to time by the Board of Directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the
notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware,
as shall be stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
Section 2. Annual meetings of stockholders shall be held on the fourth
Friday of May, if not a legal holiday and, if a legal holiday, then on the
next secular day following, at 10:00 o'clock A.M., or at such other date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which they shall elect by written
ballot a Board of Directors, and transact such other business as may be
properly brought before the meeting.
Section 3. Written notice of the annual meetings, stating the place,
date, and hour of the meeting, shall be given to each stockholder entitled
to vote at such meeting not less than ten nor more than sixty days before
the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, or shall cause to be prepared and made,
at least ten days before every meeting of stockholders a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present;
provided, however, the failure to do so shall not offset the validity of any
meeting.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called only (i) by the chairman of the board, vice
chairman of the board, or president, or (ii) by the chairman, vice chairman,
president, or secretary at the request in writing of a majority of the Board
of Directors. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting, stating the place,
date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute or by
the certificate of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall
have the power to adjourn the meeting from time to time without notice other
than announcement at the meeting until a quorum shall be present or
represented. Before any proxy is voted, it shall be filed with the
secretary. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally notified. If the adjournment is for more than
thirty days or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjournment shall be given to each
stockholder of record entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power, present in person or
represented by proxy, shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes
or of the certificate of incorporation a different vote is required, in
which case such express provision shall govern and control the decision of
such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, but no proxy
shall be voted on or after three years from its date, unless the proxy
provides for a longer period.
The voting rights of preferred shares shall be only as provided in the
certificate of incorporation, by-laws, resolution of the Board of Directors
or by law.
Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action by any provision of the certificate of incorporation or statutes, the
meeting and vote of stockholders may be dispensed with if all of the
stockholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being
taken, or if the certificate of incorporation authorizes the action to be
taken with the written consent of the holders of less than all of the stock
who would be have been entitled to vote upon the action if a meeting were
held, then on the written consent of the stockholders having not less than
such percentage of the number of votes as may be authorized in the
certificate of incorporation; provided that in no case shall the written
consent be by the holders of stock having less than the minimum percentage
of the vote required by statute for the proposed corporate action, and
provided that prompt notice must be given to all stockholders of the taking
of corporate action without a meeting and by less than unanimous written
consent.
No corporate action taken by written consent in accordance with this
Section 11 shall be valid unless at least 30 days prior to any stockholder
signing such written consent a written notice of such proposed corporate
action is delivered to the Secretary of the Corporation at the principal
executive offices of the Corporation. Such notice shall contain (i) a copy
of the resolution proposed to be adopted by written consent, (ii) the name
or names of the stockholders proposing such corporate action and those known
by the proposing stockholders to support such proposal (collectively
referred to herein as the "Proponents"), and (iii) the number of voting
shares held by each Proponent.
Section 12. With respect solely to any solicitation of proxies subject
to the filing requirements of Regulation 14A or any successor rule
promulgated by the Securities and Exchange Commission, no form of proxy
distributed by mail to stockholders of record shall have any validity or
effectiveness, whether or not it purports to bear a signature, unless such
proxy form, prior to mailing to stockholders of record bears a label or
imprint, typewritten or otherwise mechanically or electronically applied,
legibly setting forth the name and address of the stockholder of record
solicited.
Section 13. Nominations of persons for election to the Board of
Directors of the Corporation shall be made at a meeting of stockholders at
which directors are to be elected exclusively in accordance with this
Section. Nominations of persons for such elections shall be deemed properly
made if (i) set forth in proxy materials prepared for such a meeting by or
at the direction of the Board of Directors, (ii) made by a stockholder at
such a meeting at the direction of the Board of Directors, or (iii) made by
a stockholder at such a meeting (other than at the direction of the Board of
Directors) if timely notice has been given to the secretary of the
Corporation at the principal executive offices of the Corporation of such
intent to make a nomination. To be timely, such stockholder's notice must
be received by the Corporation not less than 50 days nor more than 75 days
prior to the stockholder meeting; provided, however, that if less than 60
days' notice or prior public disclosure of the date is given or made to the
stockholders by the Corporation, then notice by the stockholder of intent to
make a nomination must be received by the Corporation no later than the
close of business on the 10th day following the day on which the Corporation
mailed the notice of the date of the meeting or public disclosure of such
meeting date.
Such stockholder's notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election as a director, (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of the person, (iii) the class and number
of shares of the Corporation which are beneficially owned by such person, if
any, and (iv) any other information relating to such person which is
required to be disclosed in solicitations for proxies for election of
directors pursuant to Regulation 14A under the Securities and Exchange Act
of 1934, as amended, or any successor act or Regulation; and (b) as to the
stockholder giving the notice (i) the name and record address of the
stockholder and (ii) the class and number of shares of the Corporation which
are beneficially owned by the stockholder. The Corporation may require any
proposed nominee to furnish such other information as may be reasonably
required by the Corporation to determine the qualifications of such proposed
nominee to serve as a director of the Corporation.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Section 13. The chairman of a stockholder meeting may, if the facts
warrant, determine and declare to the meeting that a nomination has not been
made in accordance with the foregoing procedure and that such defective
nomination shall be disregarded.
Section 14. At a meeting of stockholders, only such proposals that
have been properly brought before the meeting shall be voted upon. A
proposal shall be properly brought before the meeting only if (i) such
proposal is specified in the notice of the meeting (or any supplement
thereto) given by the Corporation to the stockholders, (ii) such proposal is
otherwise lawfully brought before the meeting by or at the direction of the
Board of Directors of the Corporation, or (iii) such proposal is otherwise
lawfully brought before the meeting by a stockholder entitled to vote at
such meeting who has given the notice required in this Section 14. A
stockholder desiring to make a proposal before the meeting and which is not
contained in the notice of the meeting given to stockholders by the
Corporation must give timely notice thereof to the secretary of the
Corporation at the principal executive offices of the Corporation. To be
timely, such stockholder's notice must be received by the Corporation not
less than 50 days nor more than 75 days prior to the stockholder meeting;
provided, however, that if less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to the stockholders
by the Corporation, then notice by the stockholder of intent to make such
proposal must be received by the Corporation no later than the close of
business on the 10th day following the day on which the Corporation mailed
the notice of the date of the meeting or public disclosure of such meeting
date.
Such stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief description of
the proposal desired to be brought before the meeting and the reasons for
making such proposal at the meeting, (ii) the name and record address of the
stockholder making such proposal, (iii) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, and (iv)
any material interest of the stockholder in such proposal.
The Chairman of a meeting shall, if the facts warrant, determine and
declare to the meeting that a proposal has not been properly brought before
the meeting in accordance with the provisions of this Section 14 and that,
accordingly, such proposal cannot and shall not be acted upon.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
Board shall be not less than three nor more than twenty-one. Within the
limits above specified, the number of directors shall be determined by
resolution of the Board or by the vote at the annual meeting of the holders
of at least three-fourths of the outstanding shares of stock then entitled
to vote in elections of directors. The Board shall be divided into three
classes. Any increase or decrease in the number of directors shall be
apportioned among the classes so as to make all classes as nearly equal in
number as possible. No decrease in the authorized number of directors shall
shorten the term of any incumbent director. Unless and until otherwise
determined, the first and third classes shall each consist of five
directors, and the second class shall consist of four directors. A separate
election shall be held for each class of directors at the 1980 annual
meeting of stockholders. At the 1980 annual meeting of stockholders the
directors elected to the first class shall hold office for a term of one
year and until their respective successors are elected and qualified; the
directors elected to the second class shall hold office for a term of two
years and until their respective successors are elected and qualified, and
the directors elected to the third class shall hold office for a term of
three years and until their respective successors are elected and qualified.
At each annual meeting thereafter the successors to the class of directors
whose term is then expiring shall be elected to hold office for a term of
three years and until their respective successors are elected. Directors
need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by
a sole remaining director. Any director so chosen shall hold office until
the next election of the class for which such director has been chosen, and
until his successor has been elected, unless sooner displaced. If there are
no directors in office, then an election of directors may be held in the
manner provided by statute. If at the time of filling any vacancy or any
newly created directorship the directors then in office shall constitute
less than a majority of the whole Board (as constituted immediately prior to
any such increase), the Court of Chancery may upon application of any
stockholder or stockholders holding at least ten percent of the total number
of shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such vacancies
or newly created directorships, or to replace the directors chosen by the
directors then in office.
Section 3. Any director may be removed by a majority of the quorum of
the directors at any meeting only for cause. The entire Board of Directors
may be removed by the stockholders only for cause. Cause shall mean (i)
conviction of a crime involving moral turpitude, (ii) administrative agency
determination of conduct involving moral turpitude, or (iii) with respect to
removal by the directors, a determination, in good faith, by a majority of
the quorum of the Board of Directors after a hearing before a quorum of the
Board of Directors, of conduct involving moral turpitude materially adverse
to the interests of the Corporation; and with respect to removal by the
stockholders, such a determination by a majority of a quorum of the
stockholders eligible to vote after a hearing before a quorum of the
stockholders.
Section 4. The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
Section 5.
A. Indemnification
(a) The Corporation shall indemnify any person who was or is
a party or is threatened with being made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including all appeals (other than an
action, suit or proceeding by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, decrees, fines, penalties and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner 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 no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgement, 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 or in a manner which
he reasonably believed to be in or not opposed to the best interest of the
Corporation or, with respect to any criminal action, suit or proceeding,
that he had reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is
a party or is threatened with being made a party to any threatened, pending
or completed action, suit or proceeding, including all appeals, by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a director,
officer or employee of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action, suit or proceeding. The Corporation shall also
indemnify any such person against amounts paid in settlement of such action,
suit or proceeding up to the amount that would reasonably have been expended
in his defense (determined in the manner provided for in subsection (d)) if
such action, suit or proceeding had been prosecuted to a conclusion.
However, indemnification under this subsection shall be made only if the
person to be indemnified acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation
and no such indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been finally adjudged to be liable
to the Corporation unless, and only to the extent that, the court or body in
or before which such action, suit or proceeding was finally determined, or
any court of competent jurisdiction, 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 or other amounts paid as such court shall deem proper.
(c) Without limiting the right of any director, officer or
employee of the Corporation to indemnification under any other subsection
hereof, if such person has been substantially and finally successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
in subsections (a) and (b), he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Except in a situation governed by subsection (c), any
indemnification under subsection (a) and (b) (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer or
employee is proper in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b). Such
determination shall be made (1) by the Board of Directors by a majority vote
of a quorum consisting of directors who are not or were not parties to or
threatened with such action, suit or proceeding, or any other action, suit
or proceeding arising from the same or similar operative facts, or (2) if
such a quorum is not obtainable, or even if obtainable, if a majority of
such quorum of disinterested directors so directs, by independent legal
counsel (compensated by the Corporation) in a written opinion, or (3) if
there be no disinterested directors, or if a majority of the disinterested
directors, whether or not a quorum, so directs, by vote in person or by
proxy of the holders of a majority of the shares entitled to vote in the
election of directors.
(e) Expenses of each person indemnified hereunder incurred in
defending a civil, criminal, administrative or investigative action, suit or
proceeding (including all appeals) or threat thereof, may 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,
officer or employee to repay such expenses if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Article shall not
be deemed exclusive of or in any way to limit any other rights to which any
person seeking indemnification or advancement of expenses may become
entitled as a matter of law, by the Articles, regulations, agreements,
insurance, vote of stockholders or otherwise, with respect to action in his
official capacity and with respect to action in another capacity while
holding such office.
(g) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall continue as to a person who
has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such a person.
(h) Subsections (a) through (g) of this Article shall apply
to such agents of the Corporation as are designated at any time by the Board
of Directors.
(i) If any part of this Article shall be found, in any
action, suit or proceeding, to be invalid or ineffective, the validity and
the effect of the remaining parts shall not be affected.
B. Liability Insurance
The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
designated agent of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or designated agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him 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 or of applicable statutes.
Section 6. No director after having attained the age of 70 years shall
be allowed to run for re-election or reappointment on the Board of
Directors, excepting, however, that such retirement age shall not apply to
directors over the age of 65 years who were serving on such board on
September 9, 1974.
MEETINGS OF THE BOARD OF DIRECTORS
Section 7. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 8. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected Board of Directors or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.
Section 9. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall be from time to time
determined by the Board.
Section 10. Special meetings of the Board may be called by the
chairman, vice chairman or president on whatever notice he deems reasonable
to each director, either personally (oral or written) or by mail or by
telegram; special meetings shall be called by the chairman, vice chairman,
president or secretary in like manner and on like notice on the written
request of two directors.
Section 11. At all meetings of the Board not less than a majority of
the total number of the Board shall constitute a quorum for the transaction
of business and the act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute or by
the certificate of incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 12. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the Board or committee.
COMMITTEES OF DIRECTORS
Section 13. The Board of Directors may from time to time, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation. The Board may designate one or more directors as alternate
members of any committee who may replace any absent or disqualified member
at any meeting of the committee. Any such committee, to the extent provided
in the resolution, shall have and may exercise the powers 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; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place
of any such absent or disqualified member. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
Section 14. Each committee shall keep regular minutes of its meetings
and proceedings and report them for approval to the Board of Directors at
its next regular or special meeting.
COMPENSATION OF DIRECTORS
Section 15. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
PRESUMPTION OF ASSENT
Section 16. A director of the corporation who is present at a meeting
of the Board of Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given orally to any director, or in
writing, by mail (postage prepaid) or telegraph, addressed to any director
or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United
States Mail.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The following officers of the Corporation shall be chosen
by the Board of Directors: a chairman of the board, a chairman of the
executive committee, a vice chairman of the board and a president. The
Board of Directors shall designate the chairman of the board to be the chief
executive officer and the president to be the chief operating officer. The
Board of Directors may also choose such other officers as they deem
desirable. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.
Section 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a vice
chairman of the board and a president. The chairman of the executive
committee shall serve for such term as the Board of Directors shall
designate.
Section 3. The chief executive officer may appoint any vice
presidents, the secretary, the treasurer and such other officers and agents
as he shall deem necessary, who shall hold their offices for such terms and
shall exercise such powers and perform such duties as shall be determined
from time to time by the chief executive officer and he may remove any such
officers from office at any time.
Section 4. The salaries of the officers of the Corporation chosen by
the Board of Directors shall be fixed by said Board of Directors.
Section 5. The officers of the Corporation chosen by the Board of
Directors shall hold office until their successors are chosen and qualify.
Any officer elected or appointed by the Board of Directors may be removed at
any time by the affirmative vote of a majority of the Board of Directors.
CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall preside at all meetings of
the Board of Directors and shall possess the power to sign all certificates,
contracts and other instruments of the Corporation which may be authorized
by the Board of Directors.
CHAIRMAN OF THE EXECUTIVE COMMITTEE
Section 7. The chairman of the executive committee shall preside at
all meetings of the executive committee of the Board of Directors, shall be
available for advice and consultation as to operations and administrative
matters of significance and shall perform such other duties and have such
other powers as the Board of Directors may from time to time determine.
CHIEF OPERATING OFFICER
Section 8. The chief operating officer shall have responsibility for
the operations of the Corporation as authorized by the Board of Directors.
VICE CHAIRMAN OF THE BOARD
Section 9. The vice chairman of the board shall in the absence of the
chairman of the board, preside at meetings of the Board of Directors and
shall possess the power to sign all certificates, contracts and other
instruments of the Corporation which may be authorized by the Board of
Directors.
PRESIDENT
Section 10. The president shall possess the power to sign all
certificates, contracts and other instruments of the Corporation which may
be authorized by the Board of Directors.
CHIEF EXECUTIVE OFFICER
Section 11. The chief executive officer shall preside at, or shall
designate such other officer of the Corporation to preside at meetings of
stockholders. He shall have general and active management of the business
affairs of the Corporation, including the right to appoint such officers as
provided for in Section 3 hereof, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
THE VICE PRESIDENTS
Section 12. The executive or senior vice presidents shall be vested
with all powers and shall perform all the duties of the president in the
absence or the disability of the latter. The Board of Directors may grant
to or impose upon any of the executive or senior vice presidents additional
powers and duties, including those concurrently exercised by or imposed upon
other officers. The executive and senior vice presidents shall perform such
other duties and have such other powers as the Board of Directors may from
time to time determine.
The vice presidents shall be vested with all powers and shall perform
all duties granted or imposed upon them by the Board of Directors or by the
chief executive officer at the time of their appointment to office or as the
Board of Directors or the chief executive officer may from time to time
determine.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 13. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board
of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or chief executive officer, under whose supervision
he shall be. He shall have custody of the corporate seal of the Corporation
and he, or an assistant secretary, shall have authority to affix the same to
any instrument requiring it and, when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The Board of
Directors may give general authority to any other officer to affix the seal
of the Corporation and to attest the affixing by his signature.
Section 14. The assistant secretary or, if there be more than one, the
assistant secretaries in the order determined by the Board of Directors (or
if there by no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers as the Board
of Directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 15. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit
all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of
Directors.
Section 16. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements and shall render to the chief executive officer and the Board
of Directors at its regular meetings, or when the Board of Directors so
requires an account of all his transactions as treasurer and of the
financial condition of the Corporation.
Section 15. The assistant treasurer or, if there shall be more than
one, the assistant treasurers, in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers as
the Board of Directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the Corporation shall be entitled
to have a certificate signed by, or in the name of the Corporation by, the
chairman of the board of directors, or the vice chairman of the board, or
the president, or the vice president and the treasurer, or an assistant
treasurer, or the secretary, or an assistant secretary, of the Corporation
certifying the number of shares owned by him in the Corporation. The
Corporation shall be authorized to issue more than one class of stock or
more than one series of any class, and the designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualifications, limitations or restrictions
of such preferences or rights shall be set forth in full or summarized on
the face or back of the certificate which the Corporation shall issue to
represent such class or series of stock, provided that, except as otherwise
provided in Section 202 of the General Corporation Laws of the State of
Delaware in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate a statement that the Corporation will
furnish without charge to each stockholder who so requests the designations,
preferences and relative, participating, optional or other specific rights
of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences or rights.
Section 2. Where a certificate is countersigned (1) by a transfer
agent other than the Corporation or its employee, or (2) by a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent
or registrar at the date of issue.
The Board of Directors may issue any treasury stock.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.
FIXING RECORD DATE
Section 5. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
right in respect to any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares
to receive dividends and to vote as such owner, and to hold liable for calls
and assessments a person registered on it books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the certificate of incorporation, if any, may
be declared by the board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in shares of
the capital stock, subject to the provisions of the certificate of
incorporation.
SEAL
Section 2. The corporate seal shall have inscribed thereon the name of
the Corporation, and the words "Corporate Seal, Delaware". The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ELECTION NOT TO BE SUBJECT TO
IDAHO BUSINESS COMBINATION LAW
Section 3. The Corporation expressly elects not to be subject to the
provisions of the Idaho Business Combination Law, codified as Chapter 17 of
Title 30 of the Idaho Code.
ELECTION NOT TO BE SUBJECT TO
IDAHO CONTROL SHARE ACQUISITION LAW
Section 4. The Corporation expressly elects not to be subject to the
provisions of the Idaho Control Share Acquisition Law, codified as Chapter
16 of Title 30 of the Idaho Code.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the Board of Directors at
any regular meeting of the stockholders or of the Board of Directors or at
any special meeting of the stockholders or of the Board of Directors if
notice of such alteration, amendment, repeal or adoption of new by-laws be
contained in the notice of such special meeting.
I, Kaye L. O'Riordan, do hereby certify that the foregoing are the By-
Laws of the Corporation as of September 1, 1993.
KAYE L. O'RIORDAN
____________________________
Kaye L. O'Riordan, Secretary
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