BYLAWS
OF
COORS BREWING COMPANY
(A Colorado Corporation)
Amended and Restated as of August ___, 1995
BYLAWS
OF
COORS BREWING COMPANY
TABLE OF CONTENTS
Page
ARTICLE I - Offices 1
1. Principal Office 1
2. Registered Office 1
3. Other Offices 1
ARTICLE II - Shareholders' Meetings 1
1. Annual Meetings 1
2. Special Meetings 1
3. Place of Special Meetings 1
4. Notice of Meetings 2
5. Waiver of Notice 2
6. Action Without A Meeting 2
7. Quorum 3
8. Adjournment 3
9. Voting 3
10. Organization of Meetings 3
11. Meeting by Telecommunication 3
ARTICLE III - Board of Directors 4
1. General Powers 4
2. Number, Tenure and Qualification 4
3. Annual and Regular Meetings 4
4. Special Meetings 4
5. Notice of Special Meetings 4
6. Waiver of Notice 5
7. Action Without a Meeting 5
8. Quorum and Voting 6
9. Organization and Procedure 6
10.Resignation 6
11.Removal 6
12.Vacancies 6
13.Dissenting Directors 7
14.Executive and Other Committees 7
15.Compensation of Directors 8
16.Meeting by Telecommunication 8
ARTICLE IV - Officers 8
1. Appointment and Tenure 8
2. Resignation, Removal and Vacancies 9
3. Temporary Delegation of Duties 9
4. Chairman of The Board 9
5. Chief Executive Officer 9
7. Vice Presidents 9
8. Secretary 10
9. Treasurer 10
10. Assistant Secretaries and Assistant Treasurers 10
11. Bond of Officers 11
12. Compensation 11
ARTICLE V - Directors' Conflicts of Interest 11
1. Conflicting Interest Transaction 11
2. Effect of Conflict of Interest 11
3. Notice to Shareholders 12
4. Interested Directors 12
ARTICLE VI - Indemnification 13
1. Directors 13
2. Officers and Employees 13
3. Mandatory Indemnification 13
4. Agents and Fiduciaries 13
5. Procedure 14
6. Other Remedies 14
7. Insurance 14
8. Notice to Shareholders 14
ARTICLE VII - Execution of Instruments; Loans; Checks and
Endorsements;
Deposits; Proxies 15
1. Execution of Instruments 15
2. Borrowing 15
3. Attestation 15
4. Loans to Directors, Officers and Employees 15
5. Checks and Endorsements 15
6. Deposits 16
7. Voting of Securities of Other Entities 16
ARTICLE VIII - Shares of Stock 16
1. Certificates of Stock 16
2. Shares Without Certificates 17
3. Transfer of Stock 17
4. Restrictions on Transfer 17
5. Holders of Record 17
6. Shares Held for the Account of a Specified Person or Persons 18
7. Lost, Destroyed and Mutilated Certificates 18
ARTICLE IX - Dividends and Other Distributions 18
ARTICLE X - Corporate Records 19
1. Permanent Records 19
2. Records at Principal Office 19
3. Addresses of Shareholders 19
4. Record of Shareholders 20
5. Inspection of Corporate Records 20
6. Audits of Books and Accounts 20
ARTICLE XI - Miscellaneous 20
1. Corporate Seal 20
2. Fiscal Year 20
3. Emergency Bylaws and Actions 20
4. Amendments 20
5. Gender 21
6. Definitions 21
7. Conflicts 21
ARTICLE I
Offices
1. Principal Office. The principal office of Coors Brewing
Company (the "Company") shall be located in or near the City of
Golden, Colorado. The Board of Directors, from time to time, may
change the principal office of the Company.
2. Registered Office. The registered office of the Company
required by the Colorado Business Corporation Act, as it may be
amended or superseded (the "Act"), to be maintained in the State of
Colorado may be, but need not be, identical with the principal
office, and the address of the registered office may be changed
from time to time by the Board of Directors.
3. Other Offices. The Company may have one or more offices at
such place or places within or outside the State of Colorado as the
Board of Directors may from time to time determine or as the
business of the Company may require.
ARTICLE II
Shareholders' Meetings
1. Annual Meetings. The annual meeting of the shareholders shall
be held each year during the month of May on such date and at such
time and place, either within or outside the State of Colorado, as
may be determined by the Board of Directors from time to time. At
such meeting, the shareholders shall elect a Board of Directors and
shall transact such other business as may be brought properly
before the meeting.
2. Special Meetings. Special meetings of shareholders for any
purpose or purposes, unless otherwise prescribed by the Act or by
the Articles of Incorporation, may be called at any time by the
Chairman, by the President (if he is also a member of the Board of
Directors) or by the Board of Directors. A special meeting shall
be called by the President or the Secretary upon one or more
written demands (which shall state the purpose or purposes
therefor) signed and dated by the holders of shares representing
not less than ten percent of all votes entitled to be cast on any
issue proposed to be considered at the meeting.
3. Place of Special Meetings. Special meetings of shareholders
shall be held at such place or places, within or outside the State
of Colorado, as may be determined by the Board of Directors and
designated in the notice of the meeting. If no place is designated
in the notice, or if a special meeting is called otherwise than by
the Board of Directors, the place of the meeting shall be the
principal office of the Company.
4. Notice of Meetings. Not less than 10 nor more than 60 days
prior to each annual or special meeting of shareholders, written
notice of the date, time and place of each meeting, and in the case
of special meetings the purpose or purposes for which the meeting
is called, shall be given to each shareholder entitled to vote at
such meeting. If the authorized shares of the Company are proposed
to be increased, at least 30 days' notice in like manner shall be
given. If the Act prescribes notice requirements for particular
circumstances (as in the case of the sale, lease or exchange of the
Company's assets other than in the usual and regular course of
business, or the merger or dissolution of the Company), the
provisions of the Act shall govern.
5. Waiver of Notice. A shareholder may waive any notice, whether
before or after the date or time stated in the notice as the date
or time when any action will occur or has occurred. The waiver
shall be in writing, be signed by the shareholder entitled to the
notice, and be delivered to the Secretary for inclusion in the
minutes or filing with the corporate records, but such delivery and
filing shall not be conditions of the effectiveness of the waiver.
Action Without A Meeting.
(a) Any action required or permitted to be taken at a
shareholders' meeting may be taken without a meeting if all of the
shareholders entitled to vote thereon consent in writing to the
action taken. Such consent shall have the same force and effect as
a unanimous vote of the shareholders.
(b) No action taken by written consent shall be effective unless
the Company has received writings that describe and consent to the
action, signed by all the shareholders entitled to vote on such
action. Unless otherwise provided by the Act, action by written
consent shall be effective as of the date the last writing
necessary to effect the action is received by the Secretary, unless
all of the writings necessary to effect the action specify a later
date as the effective date of the action.
(c) Any shareholder who has signed a writing describing and
consenting to action taken by written consent make revoke such
consent by a writing signed by the shareholder describing the
action and stating that the shareholder's prior consent thereto is
revoked, if such writing is received by the Company before the
effectiveness of the action.
7. Quorum. Shareholders may take action at a meeting only if a
quorum of the shares entitled to vote is represented in person or
by proxy. Unless otherwise provided in the Act or in the Company's
Articles of Incorporation, holders of a majority of the shares
entitled to vote constitutes a quorum for action at a shareholders'
meeting. If a quorum is not present, the shares present at the
meeting shall have the power to adjourn the meeting, until the
requisite number of shares shall be present or represented.
8. Adjournment. When a meeting is for any reason adjourned to
another date, time or place, notice need not be given of the
adjourned meeting if the date, time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned
meeting, any business may be transacted that might have been
transacted at the original meeting. If the adjournment is for more
than 120 days from the date of the original meeting, a notice of
the adjourned meeting shall be given to each shareholder entitled
to vote at such meeting.
9. Voting. Each outstanding share having the right to vote is
entitled to one vote for the election of each member of the Board
of Directors and on other matters submitted to a vote of the
shareholders. Except where the Act or the Articles of
Incorporation require a different vote, if a quorum exists, action
on a matter, other than the election of directors, is approved if
the votes cast favoring the action exceed the votes cast opposing
the action. In an election of directors, a majority of shares
entitled to vote for directors is required in order to elect a
director. Shareholders may vote in person or by proxy pursuant to
the provisions of the Act.
10. Organization of Meetings. The chairman of the annual or any
special meeting of the shareholders shall be the Chairman of the
Board or, in his absence, any person designated by the Board of
Directors. The Secretary or, in his absence, any person appointed
by the chairman of the meeting shall act as secretary of the
meeting.
11. Meeting by Telecommunication. A shareholder may participate
in an annual or special shareholders' meeting by, or the meeting
may be conducted through the use of, any means of communication by
which all persons participating in the meeting may hear each other
during the meeting. The Board may establish the terms and
conditions under which shareholders may participate by such means
and shall cause the notice of the meeting to contain such terms and
conditions.
ARTICLE III
Board of Directors
1. General Powers. The property, affairs and business of the
Company shall be managed by a Board of Directors. In addition to
the powers expressly conferred upon it by these Bylaws, the Board
may exercise all such other powers as are not required by statute,
resolution of the Board, the Articles of Incorporation, or by these
Bylaws, to be exercised or done by the shareholders.
2. Number, Tenure and Qualification. The number of directors may
be increased to fifteen and may be decreased to any number not less
than the number of shareholders from time to time, by resolution of
the Board of Directors, provided that no such decrease shall have
the effect of shortening the term of any incumbent director. The
Board of Directors shall be elected at each annual meeting of
shareholders and each director shall hold office until the next
annual meeting of shareholders, until such director's successor
shall be elected and shall qualify, or until such director's
earlier death, resignation or removal. Directors must be natural
persons at least eighteen years of age but need not be shareholders
or residents of the State of Colorado.
3. Annual and Regular Meetings. The Board of Directors shall hold
its annual meeting without notice on the same day and at the same
place as, but just following, the annual meeting of the
shareholders, or at such other date, time and place as may be
determined by the Board of Directors. Regular meetings of the
Board of Directors shall be held without notice at such dates,
times and places as may be determined by the Board of Directors by
resolution.
4. Special Meetings. Special meetings of the Board of Directors
may be held, with proper notice, upon the call of the Chairman of
the Board or by at least one-third of the members of the Board of
Directors at such time and place as specified in the notice.
5. Notice of Special Meetings.
(a) Notice of the date, time and place of each special meeting of
the Board of Directors shall be given to each director at least two
days prior to such meeting. The notice of a special meeting of the
Board of Directors need not state the purposes of the meeting.
Notice to each director of any special meeting may be given in
person; by telephone, telegraph, teletype, electronically
transmitted facsimile, or other form of wire or wireless
communication; or by mail or private carrier.
(b) Oral notice to a director of any special meeting is effective
when communicated. Written notice to a director of any special
meeting is effective at the earliest of: (i) the date received;
(ii) five days after it is mailed; or (iii) the date shown on the
return receipt if mailed by registered or certified mail, return
receipt requested, if the return receipt is signed by or on behalf
of the director to whom the notice is addressed.
6. Waiver of Notice.
(a) A director may waive any notice of a meeting before or after
the time and date of the meeting stated in the notice. The waiver
shall be in writing and signed by the director entitled to the
notice. Such waiver shall be delivered to the Secretary for filing
with the corporate records, but such delivery and filing shall not
be conditions of the effectiveness of the waiver.
(b) A director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless:
(i) At the beginning of the meeting, or promptly upon his later
arrival, the director objects to holding the meeting or transacting
business at the meeting because of lack of notice or defective
notice and does not thereafter vote for or assent to action taken
at the meeting; or
(ii) If special notice was required of a particular purpose, the
director objects to transacting business with respect to the
purpose for which such special notice was required and does not
thereafter vote for or assent to action taken at the meeting with
respect to such purpose.
7. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors may be taken
without a meeting if all members of the Board of Directors consent
to such action in writing. Such consent shall be delivered to the
Secretary for inclusion in the minutes or for filing with the
corporate records. Action is taken by written consent at the time
the last director signs a writing describing the action taken,
unless, before such time, any director has revoked his consent
pursuant to the provisions of the Act. Action taken without a
meeting is effective at the time it is taken unless the directors
establish a different effective date. Action taken by written
consent has the same effect as action taken at a meeting of the
Board of Directors, and may be described as such in any document.
8. Quorum and Voting. Except as otherwise provided by the Act or
by these Bylaws, a majority of the directors in office at the time
of any regular or special meeting of the Board of Directors shall
constitute a quorum for the transaction of business at such
meeting. The vote of a majority of the directors present at the
meeting at which a quorum is present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of the
directors present may, without notice other than announcement at
the meeting, adjourn the meeting from time to time until a quorum
can be obtained.
9. Organization and Procedure. The Board of Directors shall elect
a Chairman of the Board from among its members. If the Board deems
it necessary, it may elect a Vice-Chairman of the Board from among
its members to perform the duties of the Chairman of the Board in
his absence and such other duties as the Board of Directors may
assign. The Chairman of the Board or, in his absence, the Vice-
Chairman of the Board, or in his absence, any director chosen by a
majority of the directors present, shall act as chairperson of the
meetings of the Board of Directors. The Secretary, any Assistant
Secretary, or any other person appointed by the chairperson shall
act as secretary of each meeting of the Board of Directors.
10. Resignation. Any director of the Company may resign at any
time by giving written notice to the Board of Directors or the
Secretary of the Company at the Company's principal office. Such
resignation shall take effect at the date of receipt of such notice
or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
11. Removal. Any director may be removed, either with or without
cause, at any time, at a special meeting of the shareholders called
for such purpose, if the number of votes cast in favor of removal
exceeds the number of votes cast against removal. A vacancy in the
Board of Directors caused by any such removal may be filled by the
shareholders at such meeting or, if such shareholders at such
meeting shall fail to fill such vacancy, by a majority of the
remaining directors at any time before the end of the unexpired
term of the director removed.
12. Vacancies. A vacancy occurring in the Board of Directors,
other than a vacancy due to an increase in the number of directors,
may be filled by the affirmative vote of a majority of the
remaining members of the Board of Directors even if the remaining
directors constitute less than a quorum, or by the affirmative vote
of two directors if there are only two directors remaining, or by
a sole remaining director, or by the shareholders. Any
directorship to be filled by reason of an increase in the number of
directors shall be filled by the affirmative vote of a majority of
the directors then in office or by the shareholders. A director
elected to fill a vacancy shall be elected for the unexpired term
of his predecessor in office.
13. Dissenting Directors. A director who is present at a meeting
of the Board of Directors when corporate action is taken is deemed
to have assented to the action taken unless:
(a) He objects at the beginning of such meeting, or promptly upon
his later arrival, to the holding of the meeting or the transacting
of business at the meeting;
(b) He contemporaneously requests that his dissent or abstention
from the action taken be entered in the minutes of such meeting; or
(c) He gives written notice of his dissent or abstention to the
presiding officer of such meeting before its adjournment or to the
Secretary of the Company promptly after adjournment of such
meeting.
The right of dissent as to a specific action in a meeting of the
Board or a committee is not available to a director who votes in
favor of such action.
Executive and Other Committees. Except as otherwise required by
the Act, the Board of Directors, by the vote of a majority of the
number of directors then in office, may designate from among its
members an executive committee and one or more other committees
each of which, to the extent provided in the resolution and except
as otherwise prescribed by the Act, shall have and may exercise the
authority delegated to them by the Board of Directors by charter,
resolution or otherwise. No committee shall:
(a) authorize dividends or other distributions;
(b) approve or propose to shareholders action that the Act requires
to be approved by shareholders;
(c) fill vacancies on the Board of Directors or on any of its
committees;
(d) amend the Articles of Incorporation;
(e) adopt, amend, or repeal these Bylaws;
(f) approve a plan of merger not requiring shareholder approval;
(g) authorize or approve reacquisition of shares, except according
to a formula or method prescribed by the Board of Directors; or
(h) authorize or approve the issuance or sale of shares, or a
contract for the sale of shares, or determine the designation and
relative rights, preferences, and limitations of a class or series
of shares, except that with respect to this clause (h) the Board of
Directors may authorize a committee to do so within limits
specifically prescribed by the Board of Directors.
The provisions of these Bylaws governing meetings, action without
meeting, notice, waiver of notice, and quorum and voting
requirements of the Board of Directors shall apply to committees
and the members thereof. Each committee established by the Board
of Directors shall prepare minutes of its meetings which shall be
delivered to the Secretary of the Company for inclusion in the
Company's records.
15. Compensation of Directors. The Board of Directors shall
determine and fix the compensation, if any, and the reimbursement
of expenses which shall be allowed and paid to the directors.
Nothing herein contained shall be construed to preclude any
director from serving the Company in any other capacity or any of
its subsidiaries in any other capacity and receiving proper
compensation therefor.
16. Meeting by Telecommunication. One or more members of the
Board of Directors may participate in a meeting of the Board of
Directors through the use of any means of communication by which
all persons participating in the meeting can hear each other at the
same time. Such participation shall constitute presence in person
at the meeting.
ARTICLE IV
Officers
1. Appointment and Tenure. The officers of the Company shall
consist of a Chairman of the Board (sometimes herein called the
"Chairman"), a President, a Secretary and a Treasurer. The Board
of Directors may also designate and appoint such other officers and
assistant officers as may be deemed necessary. The Board of
Directors shall appoint the Company's officers annually or at such
other times as the Board shall designate. Such officers at all
times shall be subject to the supervision, direction and control of
the Board of Directors. The Board of Directors may delegate, by
specific resolution, to an officer the power to appoint other
specified officers or assistant officers. Each officer appointed
shall continue in office until the next annual meeting of the Board
of Directors at which officers are appointed, or until such
officer's earlier death, resignation or removal. Any two or more
offices may be held by the same person. Each officer shall be a
natural person who is eighteen years of age or older.
2. Resignation, Removal and Vacancies. Any officer may resign at
any time by giving written notice of resignation to the Board of
Directors by delivery of such notice to the Secretary. Such
resignation shall take effect when the notice is received by the
Company unless the notice specifies a later effective date, and
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The Board
of Directors may remove any officer at any time with or without
cause. The Board of Directors may also delegate to an officer the
power to remove other specified officers or assistant officers. If
any office becomes vacant for any reason, the vacancy may be filled
by, or as specifically authorized by, the Board of Directors. An
officer appointed to fill a vacancy shall serve for the unexpired
term of such officer's predecessor, or until such officer's earlier
death, resignation or removal.
3. Temporary Delegation of Duties. In case of the absence of any
officer, or his disability to perform his duties, or for any other
reason deemed sufficient by the Board of Directors, the Board may
delegate the powers and duties of such officer to any other officer
or to any director temporarily, provided that a majority of the
whole Board concur and that no such delegation shall result in
giving to the same person conflicting duties.
4. Chairman of The Board. The Chairman of the Board shall preside
at meetings of the Board of Directors and of the shareholders at
which he is present, and shall perform such other duties as the
Board of Directors may from time to time determine.
5. Chief Executive Officer. The Chief Executive Officer
(sometimes referred to herein as the "CEO"), if one is elected by
the Board of Directors, shall perform all duties customarily
delegated to the chief executive officer of a corporation and such
other duties as may from time to time be assigned to him by the
Board of Directors and these Bylaws.
6. President. If there is no separate Chief Executive Officer,
the President shall be the CEO of the Company; otherwise, the
President shall be responsible to the CEO for the day-to-day
operations of the Company. The President shall have general and
active management of the business of the Company; shall see that
all orders and resolutions of the Board of Directors are carried
into effect; and shall perform all duties as may from time to time
be assigned by the Board of Directors or the Chief Executive
Officer.
7. Vice Presidents. The Vice Presidents, if any, shall perform
such duties and possess such powers as from time to time may be
assigned to them by the Board of Directors or the President.
8. Secretary. The Secretary of the Company (sometimes referred to
herein as the "Secretary") shall have the duty and power to:
(a) Assure that all notices are given in accordance with the
provisions of these Bylaws and as required by law.
(b) Prepare and maintain the minutes of the meetings of the
shareholders, the Board of Directors and committees thereof, and
other records and information required to be kept by the Company
pursuant to the Act, including those records set forth in Article
X of these Bylaws.
(c) Authenticate records of the Company.
(d) In general, perform all duties incident to the office of
Secretary and such other duties as may, from time to time, be
assigned to him by the Board of Directors or the President.
9. Treasurer. The Treasurer shall have the duty and power to:
(a) Have the charge and custody of, and be responsible for, all
funds and securities of the Company and deposit all such funds in
the name of the Company in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions
of these Bylaws or as directed by the Board.
(b) Maintain books of account and records and exhibit such books
of account and records to any of the directors of this Company at
any reasonable time.
(c) Render a statement of the condition of the finances of the
Company as requested by the Board of Directors and, if called upon
to do so, make a full financial report at the annual meeting of the
shareholders.
(d) Receive, and give receipts for, monies due and payable to the
Company from any source whatsoever.
(e) In general, perform all of the duties incident to the office
of Treasurer and such other duties as may, from time to time, be
assigned to him by the Board of Directors or the President.
10. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers, if any, shall perform such
duties as shall be assigned to them by the Secretary or the
Treasurer, respectively, or by the President or the Board of
Directors. In the absence or at the request of the Secretary or
the Treasurer, the Assistant Secretaries or Assistant Treasurers,
respectively, shall perform the duties and exercise the powers of
the Secretary or Treasurer, as the case may be.
11. Bond of Officers. The Board of Directors may require any
officer or agent to give the Company a bond in such sum and with
such surety or sureties as shall be satisfactory to the Board of
Directors for such terms and conditions as the Board of Directors
may specify, including without limitation for the faithful
performance of such officer's duties and for the restoration to the
Company of any property belonging to the Company in such officer's
possession or under the control of such officer.
12. Compensation. The salaries and other compensation of the
officers shall be fixed or authorized from time to time by the
Board of Directors. No officer shall be prevented from receiving
such salary or other compensation by reason of the fact that he is
also a director of the Company.
ARTICLE V
Directors' Conflicts of Interest
Conflicting Interest Transaction. The term "conflicting interest
transaction" means any of the following:
(a) A loan or other assistance by the Company to a director of the
Company or to an entity in which a director of the Company is a
director or officer or has a financial interest;
(b) A guaranty by the Company of an obligation of a director of the
Company or of an obligation of an entity in which a director of the
Company is a director or officer or has a financial interest; or
(c) A contract or transaction between the Company and a director of
the Company or between the Company and an entity in which a
director of the Company is a director or officer or has a financial
interest.
2. Effect of Conflict of Interest. No conflicting interest
transaction shall be void or voidable solely because the
conflicting interest transaction involves a director of the Company
or an entity in which a director of the Company is a director or
officer or has a financial interest or solely because the director
is present at or participates in the meeting of the Board of
Directors which authorizes, approves, or ratifies the conflicting
interest transaction or solely because the director's vote is
counted for such purpose if:
(a) The material facts as to the director's relationship or
interest and as to the conflicting interest transaction are
disclosed or are known to the Board of Directors or the committee,
and the Board or committee in good faith authorizes, approves, or
ratifies the conflicting interest transaction by the affirmative
vote of a majority of the disinterested directors, even though the
disinterested directors are less than a quorum; or
(b) The material facts as to the director's relationship or
interest and as to the conflicting interest transaction are
disclosed, or are known to the shareholders entitled to vote
thereon, and the conflicting interest transaction is specifically
authorized, approved, or ratified in good faith by vote of such
shareholders; or
(c) The conflicting interest transaction is fair as to the Company
as of the time it is authorized, approved, or ratified by the Board
of Directors, a committee thereof, or the shareholders.
3. Notice to Shareholders. The Board of Directors or a committee
thereof shall not authorize a conflicting interest transaction
consisting of a loan or guaranty pursuant to paragraph (a) of
section 1 above until at least 10 days after written notice of the
proposed authorization of the loan or guaranty has been given to
the shareholders who would be entitled to vote thereon if the issue
of the loan or guaranty were submitted to a vote of the
shareholders.
4. Interested Directors. Interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes, approves, or ratifies
the contract or transaction.
ARTICLE VI
Indemnification
1. Directors. The Company shall indemnify to the fullest extent
allowed by the Act, but subject to all conditions and limitations
provided by the Act, any person who serves or who has served at any
time as a director of the Company, and any director who, at the
request of the Company, serves or at any time has served as a
director, officer, partner, trustee, employee, fiduciary or agent
of any other foreign or domestic corporation or other person or
entity or of an employee benefit plan, against any and all
liabilities and reasonable expenses incurred in connection with any
action, suit, or proceeding to which such director is made a party,
and which may be asserted against him in such capacity. A director
shall be considered to be serving an employee benefit plan at the
Company's request if his duties to the Company also impose duties
on, or otherwise involve services by, him to the plan or to
participants in or beneficiaries of the plan. The Company shall
not indemnify a director with respect to conduct not reasonably
related to his services to, or as requested by, the Company or with
respect to a personal benefit improperly received by him.
2. Officers and Employees. The Company shall indemnify, to the
extent and in the manner described herein, any person who serves or
who has served at any time as an officer or employee of the
Company, and any officer or employee who, at the request of the
Company, serves or at any time has served as a director, officer,
partner, trustee, employee, fiduciary or agent of any other foreign
or domestic corporation or other person or entity or of an employee
benefit plan, against any and all liabilities and reasonable
expenses incurred in connection with any action, suit or proceeding
which is or may be asserted against the officer or employee for
acts within the scope of the officer or employee's duties in such
capacity, except for matters in which the person shall be adjudged
in any action, suit, or proceeding to be liable for his own gross
negligence or willful misconduct in the performance of any duty,
and except for any personal benefit improperly received by him.
3. Mandatory Indemnification. The Company shall indemnify a
director, officer or employee who was wholly successful, on the
merits or otherwise, in the defense of any action, suit or
proceeding to which the person was a party because the person is or
was a director, officer or employee, against liabilities and
reasonable expenses incurred by him in connection with the action,
suit or proceeding.
4. Agents and Fiduciaries. The Company may indemnify a person who
serves or who has served at any time as an agent or fiduciary of
the Company against liabilities and reasonable expenses incurred in
connection with any action, suit, or proceeding to which he is made
a party, or which may be asserted against him, by reason of serving
in such a capacity, in such circumstances and in such amounts as
the Board of Directors shall deem appropriate.
5. Procedure. In each instance in which indemnification is
claimed or requested under Section 1 of this Article VI, the Board
of Directors shall determine, or shall direct any person or body,
as permitted by the Act, to determine (a) whether or not
indemnification is permissible in the circumstances, and (b) the
amount of liability and expenses with respect to which
indemnification should be provided. The responsibility for
implementing the indemnification of officers and employees pursuant
to Section 2 of this Article VI may be assigned to such officers
within the Company as the Board of Directors determines. However,
the Board retains its authority to review or consider such matters
in appropriate circumstances.
6. Other Remedies. Except as limited by the Act, any
indemnification provided herein shall be in addition to any other
rights to which those indemnified may be entitled by the Act or
pursuant to any agreement, vote of shareholders or otherwise, and
shall be available to the heirs, personal representatives and
successors of the person entitled to such indemnification.
7. Insurance. The Company may purchase and maintain insurance on
behalf of a person who is or was a director, officer, employee,
fiduciary, or agent of the Company, or who, while a director,
officer, employee, fiduciary, or agent of the Company, is or was
serving at the request of the Company as a director, officer,
partner, trustee, employee, fiduciary, or agent of another domestic
or foreign corporation or other person or entity or of an employee
benefit plan, against liability asserted against or incurred by the
person in that capacity or arising from his status as a director,
officer, employee, fiduciary, or agent, whether or not the Company
would have power to indemnify the person against the same liability
under the Act. Any such insurance may be procured from any
insurance company designated by the Board of Directors, whether
such insurance company is formed under the laws of this state or
any other jurisdiction of the United States or elsewhere, including
any insurance company in which the Company has an equity or any
other interest through stock ownership or otherwise.
8. Notice to Shareholders. If the Company indemnifies or advances
expenses to a director under this Article in connection with a
proceeding by or in the right of the Company, the Company shall
give written notice of the indemnification or advance to the
shareholders with or before the notice of the next shareholders'
meeting. If the next shareholder action is taken without a meeting
at the instigation of the Board of Directors, such notice shall be
given to the shareholders at or before the time the first
shareholder signs a writing consenting to such action.
ARTICLE VII
Execution of Instruments; Loans; Checks and Endorsements;
Deposits; Proxies
1. Execution of Instruments. Except as otherwise provided by the
Board of Directors, the Chairman, the President, any Vice
President, the Treasurer or the Secretary shall have the power to
execute and deliver on behalf of and in the name of the Company any
instrument requiring the signature of an officer of the Company.
Unless authorized to do so by these Bylaws or by the Board of
Directors, no assistant officer, agent or employee shall have any
power or authority to bind the Company in any way, to pledge its
credit or to render it liable pecuniarily for any purpose or in any
amount.
2. Borrowing. No loan shall be contracted on behalf of the
Company, and no evidence of indebtedness shall be issued, endorsed
or accepted in its name, unless authorized by the Board of
Directors or a committee designated by the Board of Directors so to
act. Such authority may be general or confined to specific
instances. When so authorized, an officer may (a) effect loans at
any time for the Company from any bank or other entity and for such
loans may execute and deliver promissory notes or other evidences
of indebtedness of the Company; and (b) mortgage, pledge or
otherwise encumber any real or personal property, or any interest
therein, owned or held by the Company as security for the payment
of any loans or obligation of the Company, and to that end may
execute and deliver for the Company such instruments as may be
necessary or proper in connection with such transaction.
3. Attestation. All signatures authorized by this Article may be
attested, when appropriate or required, by any officer of the
Company except the officer who signs on behalf of the Company.
4. Loans to Directors, Officers and Employees. The Company may
lend money to, guarantee the obligations of, and otherwise assist
directors, officers and employees of the Company, or directors of
another corporation of which the Company owns a majority of the
voting stock, only upon compliance with the requirements of the
Act.
5. Checks and Endorsements. All checks, drafts or other orders
for the payment of money, obligations, notes or other evidences of
indebtedness issued in the name of the Company and other such
instruments shall be signed or endorsed for the Company by such
officers or agents of the Company as shall from time to time be
determined by resolution of the Board of Directors, which
resolution may provide for the use of facsimile signatures.
6. Deposits. All funds of the Company not otherwise employed
shall be deposited from time to time to the Company's credit in
such banks or other depositories as shall from time to time be
determined by resolution of the Board of Directors, which
resolution may specify the officers or agents of the Company who
shall have the power, and the manner in which such power shall be
exercised, to make such deposits and to endorse, assign and deliver
for collection and deposit checks, drafts and other orders for the
payment of money payable to the Company or its order.
7. Voting of Securities of Other Entities. Unless otherwise
provided by resolution of the Board of Directors, the Chairman,
Chief Executive Officer, or the President, or any officer
designated in writing by any of them, is authorized to attend in
person, or may execute written instruments appointing a proxy or
proxies to represent the Company at, all meetings of any
corporation, partnership, limited liability company, association,
joint venture, or other entity in which the Company holds any
securities or other interests and may execute written waivers of
notice with respect to any such meetings. At all such meetings,
any of the foregoing officers, in person or by proxy as aforesaid
and subject to the instructions, if any, of the Board of Directors,
may vote the securities or interests so held by the Company, may
execute any other instruments with respect to such securities or
interests, and may exercise any and all rights and powers incident
to the ownership of said securities or interests. Any of the
foregoing officers may execute one or more written consents to
action taken in lieu of a formal meeting of such corporation,
partnership, limited liability company, association, joint venture,
or other entity.
ARTICLE VIII
Shares of Stock
1. Certificates of Stock. The issuance or sale of shares of stock
by the Company shall be made only upon authorization by the Board
of Directors. Stock certificates shall be in a form designated by
the Board of Directors which complies with provisions of the Act.
They shall be numbered in the order of their issue and shall be
signed by the President or the CEO and by the Secretary or the
Treasurer. Facsimile signatures may be used if the certificate is
countersigned by a transfer agent. A transfer agent may be an
independent third party, the Company itself, or an employee of the
Company. The validity of any certificate for shares, otherwise
valid, shall not be affected in the event that the delivery of such
a certificate occurs after an officer or agent whose signature
appears therein is no longer an officer or agent. The stock record
books and the blank stock certificate books shall be kept by the
Secretary or by any other officer or agent designated by the Board
of Directors for that purpose. Notice of any restrictions on the
transfer of stock shall be printed or typed on each stock
certificate issued by the Company.
2. Shares Without Certificates. The Board of Directors may
authorize the issuance of shares of the Company without
certificates. Such authorization shall not affect shares already
represented by certificates until they are surrendered to the
Company. Within a reasonable time following the issue or transfer
of shares without certificates, the Company shall send the
shareholder a complete written statement of the information that
would be required on certificates by the Act.
3. Transfer of Stock. Subject to any transfer restrictions set
forth or referred to on the stock certificate or of which the
Company otherwise has notice, shares of the Company shall be
transferable on the books of the Company upon presentation to the
Company or to the Company's transfer agent of a stock certificate
signed by, or accompanied by an executed assignment from, the
holder of record thereof, his duly authorized legal representative,
or other appropriate person as permitted by the Act. The Company
may require that any transfer of shares be accompanied by proper
evidence reasonably satisfactory to the Company or to the Company's
transfer agent that such endorsement is genuine and effective.
Upon presentation of shares for transfer as provided above, the
payment of all taxes, if any, therefor, and the satisfaction of any
other requirement of law, including inquiry into and discharge of
any adverse claims of which the Company has notice, the Company
shall issue a new certificate to the person entitled thereto and
cancel the old certificate. Every transfer of stock shall be
entered on the stock books of the Company to accurately reflect the
record ownership of each share. The Board of Directors also may
make such additional rules and regulations as it may deem expedient
concerning the issue, transfer, and registration of certificates
for shares of the capital stock of the Company.
4. Restrictions on Transfer. All shares of stock in the Company
are transferable and any shareholder may sell, assign, or transfer
his shares of stock, provided that no shareholder shall sell his
shares in the Company without first offering such shares for sale
to the other shareholders of record in accordance with any existing
shareholder agreement. Any such agreement shall be kept on file in
the principal office of the Company and shall be available for
inspection by any shareholder or any person desiring to purchase
stock in the Company.
5. Holders of Record. The Company shall be entitled to treat the
holder of record of any share of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, except as may be allowed by these Bylaws or
required by the laws of Colorado.
6. Shares Held for the Account of a Specified Person or Persons.
The Board of Directors, in the manner provided by the Act, may
adopt a procedure whereby a shareholder of the Company may certify
in writing to the Company that all or a portion of the shares
registered in the name of such shareholder are held for the account
of a specified person or persons.
7. Lost, Destroyed and Mutilated Certificates. The holder of any
stock of the Company shall notify the Company of any loss,
destruction, or mutilation of the certificate therefor and the
Secretary shall cause a new certificate or certificates to be
issued to him upon the surrender of the mutilated certificate or,
in case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction and, in the
discretion of the Secretary, the deposit of a bond in such form and
amount (not exceeding double the value of the stock represented by
such certificate) and with such surety or sureties as the Secretary
may require.
ARTICLE IX
Dividends and Other Distributions
Subject to the provisions of the Act, dividends and other
distributions may be declared by the Board of Directors in such
form, frequency and amounts as the condition of the affairs of the
Company shall render advisable.
ARTICLE X
Corporate Records
1. Permanent Records. The Company shall keep as permanent records
minutes of all meetings of its shareholders and Board of Directors,
a record of all actions taken by the shareholders or the Board of
Directors without a meeting, a record of all actions taken by a
committee of the Board of Directors in place of the Board of
Directors on behalf of the Company, and a record of all waivers of
notices of meetings of shareholders and of the Board of Directors
or any committee of the Board of Directors.
2. Records at Principal Office. The Company shall comply with the
provisions of the Act regarding maintenance of records and shall
keep the following records at its principal office:
(a) its Articles of Incorporation;
(b) its Bylaws;
(c) the minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past three
years;
(d) all written communications within the past three years to
shareholders as a group or to the holders of any class or series of
shares as a group;
(e) a list of the names and business addresses of its current
directors and officers;
(f) a copy of its most recent corporate report delivered to the
secretary of state pursuant to the Act; and
(g) all financial statements prepared for periods ending during the
last three years that a shareholder could have requested pursuant
to the Act.
3. Addresses of Shareholders. Each shareholder shall furnish to
the Secretary of the Company or the Company's transfer agent an
address to which notices from the Company, including notices of
meetings, may be directed and if any shareholder shall fail so to
designate such an address, it shall be sufficient for any such
notice to be directed to such shareholder at such shareholder's
address last known to the Secretary or transfer agent.
4. Record of Shareholders. The Secretary shall maintain, or shall
cause to be maintained, a record of the names and addresses of the
Company's shareholders, in a form that permits preparation of a
list of shareholders that is arranged by voting group and, within
each voting group, by class or series of shares, that is
alphabetical within each class or series, and that shows the
address of, and the number of shares of each class or series held
by, each shareholder.
5. Inspection of Corporate Records. Shareholders shall have those
rights to receive by mail or to inspect and copy such Company
records, pursuant to such procedures, as provided in the Act.
6. Audits of Books and Accounts. The Company's books and accounts
may be audited at such times and by such auditors as shall be
specified and designated by resolution of the Board of Directors.
ARTICLE XI
Miscellaneous
Corporate Seal. The corporate seal shall be in the form approved
by resolution of the Board of Directors. Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in
any other manner reproduced. The impression of the seal may be
made and attested by either the Secretary or any Assistant
Secretary for the authentication of contracts or other papers
requiring the seal.
2. Fiscal Year. The fiscal year of the Company shall be as
established by the Board of Directors.
3. Emergency Bylaws and Actions. Subject to repeal or change by
action of the shareholders, the Board of Directors may adopt
emergency bylaws and exercise other powers in accordance with and
pursuant to the provisions of the Act.
4. Amendments. The Board of Directors may amend, restate, or
repeal the Bylaws or adopt new Bylaws by the affirmative vote of
the number of directors constituting a majority of the full Board
of Directors. The shareholders also may amend, restate, or repeal
the Bylaws or adopt new Bylaws. The power of the Board of
Directors to amend or repeal the Bylaws or to adopt new Bylaws may
be limited by the Articles of Incorporation; by adoption of an
amendment to the Articles of Incorporation, or by an amendment to
the Bylaws adopted by the shareholders which reserves such
authority in whole or in part to said shareholders with respect to
a particular Bylaw.
5. Gender. The masculine gender is used in these Bylaws as a matter
of convenience only and shall be interpreted to include the feminine gender as
the circumstances indicate.
6. Definitions. Terms not otherwise defined in these Bylaws shall have the
meanings set forth in the Act.
7. Conflicts. In the event of any irreconcilable conflict between these Bylaws
and either the Articles of Incorporation or the Act, the Articles of
Incorporation shall control; provided that, if there is any irreconcilable
conflict between the Articles of Incorporation and the Act, then the Act
shall control.
The foregoing Bylaws of Coors Brewing Company, consisting of pages, amended
and restated as of August ___, 1995, were approved and adopted by the Board
of Directors on this ___th day of August 1995.
/s/ Patricia J. Smith
---------------------
Secretary
BYLAWCBC.810