EXHIBIT 3.1
BY-LAWS
OF
CONAGRA, INC.
ARTICLE I
OFFICES
Section 1. Principal Executive Office. The principal
executive office of ConAgra, Inc. (ConAgra) shall be located in
the City of Omaha, County of Douglas, State of Nebraska. ConAgra
may have such other offices as the Board of Directors may
designate or as the business of ConAgra may require from time to
time.
Section 2. Principal Place of Business. The principal
place of business may be, but need not be, identical with the
location of the principal executive office. The resident agent
of ConAgra shall be as designated from time to time by resolution
of the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings. The annual meeting of the
stockholders shall be held on a date and at an hour determined by
the Board of Directors, which meeting will be held no later than
140 days after the close of each fiscal year, for the purpose of
electing officers and for the transaction of such other business
as may properly come before the meeting. If the election of the
directors shall not be held on the day designated herein for any
annual meeting of the stockholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be
held at a special meeting of the stockholders as soon thereafter
as may be convenient.
Section 2. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, may be called at any
time by the Chairman of the Board or the Chief Executive Officer
of ConAgra or by a majority of the directors of ConAgra.
Section 3. Place of Meeting. The Board of Directors
may designate Omaha, Douglas County, Nebraska, or such other
place, either within or without the State of Nebraska, as the
place of meeting for any annual meeting or any special meeting
called by the Board of Directors.
Section 4. Notice of Meeting. Written or printed
notice stating the place, day, and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more
than sixty days before the day of the meeting, either personally
or by mail, by or at the direction of the Chairman of the Board,
Chairman of the Executive Committee, or the Chief Executive
Officer, or the Secretary, to each stockholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail,
addressed to the stockholder at the address listed on the stock
transfer books of ConAgra with postage prepaid. ConAgra need not
send notices to stockholders for whom ConAgra has no current
address, and action taken without notice to such persons has the
same force and effect as if notice had been given to them.
ConAgra shall be deemed to have no current shareholder address
when two consecutive annual meeting notices have been returned
undeliverable, or when at least two payments of dividends or
interest sent by first class mail during a twelve-month period
have been returned undeliverable.
Section 5. Record Date. For the purpose of
determining stockholders entitled to notice of or to vote at any
annual or special meeting of stockholders or any adjournment
thereof, the record date shall be determined by the Board of
Directors and shall be not less than ten days nor more than sixty
days before the meeting. When a determination of stockholders
entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any
adjournment thereof.
If no record date is fixed by the Board of Directors,
the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is
given, or if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. 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.
Section 6. Voting Lists. The officer or agent having
charge of the stock transfer ledger for shares of ConAgra shall
prepare and make, at least ten days before every meeting of
stockholders, a complete list of 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 opened 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. 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. The original or duplicate stock ledger shall be the
only evidence detailing stockholders who are entitled to examine
such list or to vote in person or by proxy at such election.
Section 7. Quorum. A majority of the outstanding
shares of ConAgra entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders.
If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. 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. The
stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Section 8. Proxies. At all meetings of stockholders,
a stockholder may vote by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the Secretary of ConAgra not less than
three days prior to the date of such meeting, unless the
Secretary shall consent to the filing of a proxy at a later date.
Unless otherwise provided in the proxy, it shall be valid from
the date of its execution until three years after its date of
execution.
Section 9. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be voted
by such officer, agent, or proxy as the By-Laws of such
corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian,
conservator, or other fiduciary may be voted by such person,
either in person or by proxy, without a transfer of such shares
into the name of such person. Shares standing in the name of a
trustee may be voted by such trustee, either in person or by
proxy, but no trustee shall be entitled to vote such shares held
without a transfer of such shares into his name, as trustee.
Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority to do so is contained in an
appropriate order of the court.
Persons whose stock is pledged shall be entitled to
vote, unless the pledgor has effected the transfer on the books
of ConAgra and has expressly empowered the pledgee to vote
thereon, in which case only the pledgee or his proxy, may
represent such stock and vote thereon.
Shares of its own stock belonging to ConAgra shall not
be voted, directly or indirectly, at any meeting, and shall not
be counted in determining the total number of outstanding shares
at any given time.
Section 10. Notice of Stockholder Business. At an
annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (a) by or
at the direction of the Board of Directors or (b) by any
stockholder of ConAgra who complies with the notice procedures
set forth in this Section 10. For business to be properly
brought before an annual meeting by a stockholder, a stockholder
must have given timely notice thereof in writing to the Secretary
of ConAgra. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive
offices of ConAgra, not less than 60 nor more than 90 days prior
to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event the date of the annual
meeting is advanced by more than 20 days, or delayed by more than
60 days, from such anniversary date, notice by the stockholder to
be timely must be so delivered or mailed and received not earlier
than the 90th day prior to such annual meeting and not later than
the close of business on the later of the 60th day prior to such
annual meeting or the tenth day following the date on which
public announcement of the date of such meeting is first 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 and the reasons for conducting
such business at the annual meeting, (b) the name and address, as
they appear on ConAgra's books, of the stockholder proposing such
business, (c) the class and number of shares of ConAgra 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 10. The Chairman of an
annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Section 10, 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 11. Notice of Stockholder Nominees. Only
persons who are nominated in accordance with the procedures set
forth in these By-Laws shall be eligible for election as
directors. Nominations of persons for election to the Board of
Directors of ConAgra may be made at a meeting of stockholders (a)
by or at the direction of the Board of Directors or (b) by any
stockholder of ConAgra entitled to vote for the election of
directors at the meeting who complies with the notice procedures
set forth in this Section 11. Such nominations, other than those
made by or at the direction of the Board of Directors, shall be
made pursuant to timely notice in writing to the Secretary of
ConAgra. To be timely, a stockholder's notice shall be delivered
to or mailed and received at the principal executive offices of
ConAgra not less than 60 nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event the date of the annual meeting is
advanced by more than 20 days, or delayed by more than 60 days,
from such anniversary date, notice by the stockholder to be
timely must be so delivered or mailed and received not earlier
than the 90th day prior to such annual meeting and not later than
the close of business on the later of the 60th day prior to such
annual meeting or the tenth day following the date on which
public announcement of the date of such meeting is first made.
Such stockholder's notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or
re-election as a director, all information relating to such
person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written
consent to be named as a nominee and to serving as the director
if elected); and (b) as to the stockholder giving the notice (i)
the name and address, as they appear on ConAgra's books, of such
stockholder and (ii) the class and number of shares of ConAgra
which are beneficially owned by such stockholder. At the request
of the Board of Directors any person nominated by the Board of
Directors for election as a director shall furnish to the
Secretary of ConAgra that information required to be set forth in
a stockholder's notice of nomination which pertains to the
nominee. No person shall be eligible for election as a director
of ConAgra unless nominated in accordance with the procedures set
forth in the By-Laws. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures
prescribed by the By-Laws, and if he should so determine, he
shall so declare to the meeting and the defective nomination
shall be disregarded.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs
of ConAgra shall be managed by or under the direction of its
Board of Directors.
Section 2. Number, Tenure and Qualifications. The
number of directors of ConAgra, not less than nine nor more than
sixteen, shall be fixed by resolution of the Board of Directors
and may be altered from time to time by a resolution of the Board
of Directors. Directors need not be residents of the State of
Delaware or stockholders of ConAgra. The directors shall be
divided into three classes: Class I, Class II and Class III,
each such class, as nearly as possible, to have the same number
of directors. At each annual election of directors by the
stockholders of ConAgra, the directors chosen to succeed those
whose terms are then expired shall be identified as being of the
same class as the directors they succeed and shall be elected by
the stockholders of ConAgra for a term expiring at the third
succeeding annual election of directors, or thereafter when their
respective successors in each case are elected by the
stockholders and qualify.
Section 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held on the same date as the annual
meeting of stockholders. Three or more other regular meetings of
the Board of Directors shall be held during the year with such
meetings on dates approved by a majority of the Board of
Directors. The Chairman of the Board or the Chief Executive
Officer or the Secretary shall designate the time and place of
such meeting by written notice mailed to each director at least
ten days before the meeting. In the event meeting dates are not
approved by a majority of the Board of Directors, regular
meetings shall be held on the third Thursday of January, May,
July and September. Meetings of the Board of Directors may be
held either within or without the State of Delaware. The Board
of Directors may provide, by resolution, the time and place,
either within or without the State of Delaware, for the holding
of the regular meetings or additional regular meetings without
other notice than such resolution.
Section 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
Chairman of the Board, Chairman of the Executive Committee, Chief
Executive Officer, or a majority of the Board of Directors. The
person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without
the State of Delaware, as the place for holding any special
meeting of the Board of Directors called by them.
Section 5. Notice. Notice shall be given three days
in advance of any special meeting of the Board of Directors, or
in emergency situations designated by the Chairman of the Board,
Chairman of the Executive Committee, or the Chief Executive
Officer, 12 hours' notice of a special meeting of the Board of
Directors may be given, by telegram, telephone or personal
delivery. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail so addressed, with
postage prepaid. If notice is given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
Section 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article III shall constitute
a quorum for the transaction of business at any meeting of the
Board of Directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. Any action
required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if, prior to such
action, a written consent thereto is signed by all members of the
board and such written consent is filed with the minutes of the
proceedings of the Board. A consent and agreement in lieu of
meeting may be made either by one consent signed by all the
directors or by individual consents signed by each director. The
directors may also meet by means of conference telephone or
similar communications equipment as provided by Delaware law.
Section 8. Vacancies. 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.
Section 9. Compensation. By resolution of the Board
of Directors, the directors may be paid expenses, if any, for
attendance at each meeting of the Board of Directors. In
addition, by resolution of the Board of Directors, each director
may be paid an annual retainer fee and committee fees for
services as director and may also receive a fee for attendance at
regular or special meetings of the Board of Directors. No such
payment shall preclude any director from serving ConAgra in any
other capacity and receiving compensation therefor.
Section 10. Directors' Executive Committee. An
Executive Committee of three or more directors may be designated
by resolution passed by a majority of the Board. The Board shall
designate one director as chairman of the committee, and may
designate one or more directors as alternate members of the
committee who may replace any absent or disqualified member at
any meeting of the committee. During the intervals between
meetings of the Board, the committee shall advise and aid the
officers of ConAgra in all matters concerning its interests and
the management of its business, and generally perform such duties
as may be directed by the Board from time to time. The committee
shall possess and may exercise all the powers of the Board while
the Board is not in session, but specifically shall not have the
authority of the Board of Directors in reference to:
1. Amending the Articles of Incorporation.
2. Adopting a plan of merger or consolidation.
3. Recommending to the stockholders the sale, lease,
exchange, mortgage, pledge or other disposition of all or
substantially all the property and assets of ConAgra otherwise
than in the usual and regular course of its business.
4. Recommending to the stockholders a voluntary
dissolution of ConAgra or a revocation thereof.
5. Amending the By-Laws of ConAgra.
6. Any power which has been delegated to other
committees in accordance with these By-Laws.
7. To elect any director or to elect or remove any
member of the Executive Committee or any principal officer, or
8. To declare any dividend or authorize any
distribution or any shares of capital stock of ConAgra.
Section 11. Human Resources Committee. A Human
Resources Committee shall be designated by a resolution passed by
a majority of the Board of Directors. The Board shall appoint
one of the Committee members to serve as Chairman.
Section 12. Audit Committee. An Audit Committee
shall be designated by a resolution passed by a majority of the
Board of Directors. The Board shall appoint one of the Committee
members to serve as Chairman.
Section 13. Other Committees. One or more other
Board of Directors' committee members and chairman thereof may be
designated by resolution passed by a majority of the Board.
ARTICLE IV
OFFICERS
Section 1. Number and Status. The Board of Directors
will elect a chairman of the Board, may elect a vice chairman of
the Board, and may elect such honorary (non-voting) directors as
deemed advisable. The elected officers of ConAgra shall consist
of the Chief Executive Officer (CEO) who shall also carry the
legal title of president; one or more members of the Office of
the President (the number thereof to be designated by the CEO);
one or more elected corporate Vice Presidents (the number thereof
to be determined by the CEO); a Secretary and may include a
President and Chief Operating Officer. The CEO shall be
nominated and elected by the Board of Directors. Other elected
officers shall be nominated by the CEO and elected by a majority
of the Board of Directors. Other corporate officers, including a
Treasurer, and assistant corporate officers as may be deemed
necessary by the CEO may be appointed by the CEO and shall be
confirmed by the Board of Directors. The CEO may also designate
as many Independent Operating Companies' (IOC) officers as the
CEO deems necessary to manage operating units of ConAgra.
Authority of IOC officers shall relate only to businesses for
which they have been assigned responsibility. No authority
granted to IOC officers shall conflict with authorities granted
by these By-Laws or by resolutions of the Board of Directors.
Section 2. Election and Term of Office. The officers
of ConAgra to be elected or confirmed by a majority of the Board
of Directors shall be elected and confirmed annually at the
meeting of the Board of Directors on the same date as the annual
meeting of stockholders. If the election and appointment of
officers shall not be held at such meeting, then they shall be
held as soon thereafter as conveniently possible. Each officer
shall hold office until the officer's death, or resignation, or
removal in the manner hereinafter provided.
Section 3. Removal. Officers elected by the Board of
Directors may be removed at any time by a majority vote of the
Board of Directors or by the CEO, with such action to be affirmed
by a majority vote of the Board of Directors. Appointed
corporate and IOC officers may be removed from office by the CEO
or any officer designated by the CEO to have such authority. The
acceptance of office by an officer shall constitute acceptance of
this provision.
Section 4. Vacancies. A vacancy in any elected office
because of death, resignation, removal, disqualification or
otherwise, shall be filled by a majority vote of the Board of
Directors for the unexpired portion of the term. The CEO may
fill vacancies of appointed corporate and IOC officers.
Section 5. Chairman of the Board of Directors. The
chairman of the Board of Directors shall preside at all meetings
of stockholders and the Board of Directors, and shall have such
other duties as may be assigned by resolution of the Board of
Directors.
Section 6. Vice Chairman of the Board of Directors.
The vice chairman of the Board of Directors may preside at
meetings of the Board of Directors in the absence of the chairman
of the Board of Directors and the CEO, and shall have such other
duties as may be assigned by resolution of the Board of
Directors.
Section 7. Chief Executive Officer (CEO). Subject to
authority of the Board of Directors, the Chief Executive Officer
shall be the highest ranking management officer of ConAgra, lead
its business affairs and perform all duties incident to the
office of chief executive. The CEO shall preside at all meetings
of the stockholders and of the Board of Directors in the absence
of the chairman of the Board of Directors. The CEO may sign with
the Secretary or any other elected officer, certificates for
shares of ConAgra; may sign (or authorize a designee to sign)
deeds, mortgages, bonds, contracts, or other instruments within
authority granted by the Board of Directors (except in cases
where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these By-Laws to some
other officer or agent of ConAgra). The CEO shall assign job
duties, responsibilities, and authorities to other officers of
ConAgra, or designate others to do so on his behalf. In the
event of the CEO's inability to serve, CEO duties shall be
temporarily fulfilled, pending action by the Board of Directors,
first by the Chairman of the Board, or next in line by the
Chairman of the Executive Committee, or next by the Chairman of
the Audit Committee, or next by the Chairman of the Compensation
Committee.
Section 8. President and Chief Operating Officer.
There may be one President and Chief Operating Officer of
ConAgra. This individual will report directly to the CEO and
shall have such duties, responsibilities and authority as, from
time to time, are assigned by the CEO or the Board of Directors.
Section 9. Office of the President. ConAgra shall
have an Office of the President, the members of which shall be
nominated by the CEO and elected by the Board of Directors. Each
member shall serve as the head of one or more of ConAgra's major
business units. Each member shall carry the title of "President
and Chief Operating Officer" of such business units. Each member
will report to ConAgra's CEO, or the President and Chief
Operating Officer of ConAgra, as may be specified by the CEO, and
shall have such duties, responsibilities and authority as, from
time to time, are assigned by the CEO, President and Chief
Operating Officer of ConAgra, or the Board of Directors.
Section 10. Corporate Vice Presidents. Any elected
Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of ConAgra. All ConAgra vice
president shall perform such duties and have such responsibility
and authority as from time to time may be assigned by the CEO, an
officer so authorized by the CEO, or the Board of Directors.
Section 11. The Secretary. The Secretary shall: (a)
Keep the minutes of the stockholders' meetings and of the Board
of Directors' meetings; (b) See that all notices are fully given
in accordance with the provisions of these By-Laws or required by
law; (c) Be custodian of ConAgra minutes and of the seal of
ConAgra; (d) Sign certificates for shares of ConAgra, the
issuance of which shall have been authorized by resolution of the
Board of Directors; (e) Supervise activities of transfer agents
and registrars; (f) In General perform duties incident to the
office of the Secretary as from time to time may be assigned by
the CEO or the Board of Directors.
Section 12. The Treasurer. The Treasurer shall
perform duties incident to the office of the Treasurer in
accordance with these By-Laws, and shall perform such other
duties as, from time to time, may be assigned by the CEO, Board
of Directors, or officer to whom the Treasurer reports.
Section 13. Assistant Secretaries and Assistant
Treasurers. The Assistant Secretaries and Assistant Treasurers
shall perform such duties as shall be assigned to them by the
Secretary or Treasurer, respectively, by the CEO or by the Board
of Directors.
Section 14. Salaries. The salaries of the elected and
confirmed officers shall be fixed from time to time by the Board
of Directors or by those so authorized by the Board of Directors.
No officer shall be prevented from receiving a salary by reason
of the fact that such person is also a director of ConAgra.
ARTICLE V
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of
and on behalf of ConAgra, and such authority may be general or
confined to specific instances.
Section 2. Loans. No loans shall be contracted on
behalf of ConAgra and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the Board
of Directors. Such authority may be general or confined to
specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts,
other orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of ConAgra shall be executed
on behalf of ConAgra only by those who are authorized by the
Board of Directors or by those whom the Board may designate to
give such authorization. Such authorization may be general or
confined to specific instances.
Section 4. Deposits. All funds of ConAgra not
otherwise employed shall be deposited to the credit of ConAgra in
banks, trust companies, or other depositaries, approved in
accordance with resolutions of the Board of Directors.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates
representing shares of ConAgra shall be in such form as shall be
determined by the Board of Directors. Such certificates shall be
signed by the Chairman, Chief Executive Officer, Chief Operating
Officer, or a Corporate Vice President and by the Secretary or an
Assistant Secretary, except that where such certificate is signed
by a transfer agent the signatures of any such Chairman, Chief
Executive Officer, Chief Operating Officer, Corporate Vice
President, Secretary or Assistant Secretary may be facsimiles,
engraved or printed. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of ConAgra. All certificates
surrendered to ConAgra, or its agent, for transfer shall be
canceled and a new certificate shall be issued only after the
former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost,
destroyed, or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to ConAgra as the Board of
Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of
ConAgra shall be made only on the stock transfer books of ConAgra
by the holder of record thereof or by his legal representative,
who shall furnish proper evidence of authority to transfer, or by
his attorney authorized by power of attorney duly executed and
filed with the transfer agent of ConAgra, and on surrender for
cancellation of the certificate for such shares. The person in
whose name shares stand on the books of ConAgra shall be deemed
by ConAgra to be the owner thereof for all purposes.
Section 3. Fraction Shares. No fractional shares of
stock of ConAgra shall be transferred, issued, or reissued.
Section 4. Charge for Certificates. ConAgra may
invoke a charge approximately equal to the cost of issuing a
stock certificate for each certificate of stock to be issued or
reissued in excess of the minimum number of certificates
required, if the number of certificates requested by a
stockholder is deemed by the Secretary to be unreasonable.
ARTICLE VII
INDEMNIFICATION
Section 1. Actions by Others. ConAgra shall indemnify
any person who was or is a party to or is threatened to be made a
party to any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of
ConAgra) by reason of the fact that he is or was a director,
officer, employee or agent of ConAgra, or is or was serving at
the request of ConAgra as a director, officer, employee or agent
of ConAgra, or is or was serving at the request of ConAgra as a
director, officer, 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 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 ConAgra, and, with
respect to any criminal action or proceedings, had no reasonable
cause to believe his conduct was criminal. 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 interest of ConAgra,
and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was criminal.
Section 2. Actions by or in the Right of ConAgra.
ConAgra 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 or suit by or in the right of ConAgra to procure
a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of ConAgra, or is or was
serving at the request of ConAgra, as a director, officer,
employee, or agent 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 or suit
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of ConAgra and
except that 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 ConAgra 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.
Section 3. Successful Defense. To the extent that a
director, officer, employee or agent of ConAgra has been
successful on the merits or otherwise, including, without
limitation, the dismissal of an action without prejudice, in
defense of any action, suit or proceeding referred to in Sections
1 and 2 of this Article, 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 4. Specific Authorization. Any
indemnification under Section 1 and 2 of this Article (unless
ordered by a court) shall be made by ConAgra only as authorized
in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct set forth in said Sections 1 and 2. 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 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.
Section 5. Advance of Expenses. Expenses incurred by
an elected officer or director in defending a civil or criminal
action, suit or proceeding shall be paid by ConAgra in advance of
the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or
elected officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by ConAgra
as authorized in this Article. Such expenses incurred by other
officers, employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deem appropriate.
Section 6. Right of Indemnity Not Exclusive. The
indemnification and advancement of expenses provided by or
granted pursuant to the Certificate of Incorporation or these
By-Laws shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
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.
Section 7. Insurance. ConAgra may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of ConAgra, or is or was
serving at the request of ConAgra as a director, officer,
employee or 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 ConAgra would have the
power to indemnify him against such liability under the
provisions of this Article, Section 145 of the General
Corporation Law of the State of Delaware, or otherwise.
Section 8. Employee Benefit Plans. For purposes of
this Article, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of
ConAgra" shall include any service as a director, officer,
employee or agent of ConAgra which imposes duties on, or involves
services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best
interests of ConAgra" as referred to in this Article.
Section 9. Invalidity of any Provisions of this
Article. The invalidity or unenforceability of any provisions of
this Article shall not affect the validity or enforceability of
the remaining provisions of this Article.
Section 10. Continuation of Indemnification. The
indemnification and advancement of expenses, to the extent
provided by or granted pursuant to this Article, these By-Laws,
or the Certificate of Incorporation 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 person. All rights to indemnification
provided by or granted pursuant to this Article, these By-Laws,
or the Certificate of Incorporation shall be deemed to be a
contract between ConAgra and each director, officer, employee, or
agent of ConAgra who serves or served in such capacity at any
time while this Article VII is in effect. Any repeal or
modification of this Article VII shall not in any way diminish
any rights to indemnification of such directors, officer,
employee or agent, or the obligations of ConAgra arising
hereunder.
ARTICLE VIII
FISCAL YEAR
The fiscal year of ConAgra shall end on the last Sunday
in May.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare,
and ConAgra may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its
Certificate of Incorporation.
ARTICLE X
SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed thereon
the name of ConAgra, Inc. on the outer edge, and the words,
"Corporate Seal," in the center.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given to any
stockholder or director of ConAgra under the provisions of these
By-Laws or under the provisions of the Certificate of
Incorporation or under the provisions of the laws of Delaware, a
waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
These By-Laws may be altered, amended, or repealed and
new By-Laws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.