Exhibit 3
BY-LAWS
of
McCORMICK & COMPANY, INCORPORATED
RESTATED AND AMENDED
AS OF MARCH 18, 1992
---------------------------------
ARTICLE I.
Office
1. 1Principal Office. The principal office shall be
at 18 Loveton Circle, P.O. Box 6000, Sparks, Maryland 21152-6000.
The Corporation may also have offices at such
other places as the Board of Directors may from time to time
appoint, or the business of the Corporation may require.
2. 2Seal. The seal of the Corporation shall be in
circular form with the words:
McCormick & Company, Incorporated
Maryland 1915
encircling a large Mc.
ARTICLE II.
Stockholders' Meetings.
3. 3Place of Meeting. All meetings of the
stockholders shall be held at the time and place determined by the
Board of Directors of the Corporation.
4. 4Annual Meeting. An annual meeting for the
election of Directors and for the transaction of such other
business as maybe properly brought before the meeting shall be held
on the third Wednesday in March of every year beginning with the
year 1972.
5. Notice of Annual Meeting. At least ten days prior
to the meeting, written notice of the annual meeting shall be
mailed to each stockholder, in accordance with the Charter and laws
of the State of Maryland, at such address as shall appear on the
books of the Corporation.
6. Quorum. 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. If,
however, such majority shall not be present, or represented at any
meeting of the stockholders, the stockholders entitled to vote
thereat, present in person, or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting
stock shall be present. At such adjourned meeting, at which the
requisite amount of voting stock shall be represented, any business
may be transacted which might have been transacted at the meeting
as originally notified.
7. Voting of Stockholders. At each meeting of
stockholders, every stockholder having the right to vote shall be
entitled to vote in person, or by proxy. Proxies shall be in
writing, and dated, but need not be sworn to, witnessed or
acknowledged, and shall be filed with the Secretary at or before
the meeting. Each stockholder shall have one vote for each share
of stock having voting power, registered in his name on the books
of the Corporation, except that no share of stock shall be voted at
any election for directors which has been transferred on the books
of the Corporation within twenty days next preceding such election.
The vote for directors, and, upon the demand of any stockholder,
the vote upon any question before the meeting, shall be by ballot.
All elections shall be had and all questions decided by a majority
of the votes entitled to be cast in the aggregate by all
stockholders present in person or by proxy at such meeting.
8. 5List of Stockholders. A complete record of
stockholders entitled to vote at the ensuing election, arranged
in alphabetical order, with the residence of each and the number of
voting shares held by each shall be prepared by the Secretary and
filed in the office of the Secretary, at least ten days before
every election.
9. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by the statute, may be called by the President, and
shall be called by the President or Secretary upon written request
of a majority of the Board of Directors, or at the request in
writing of stockholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes
of the proposed meeting.
10. Business at Special Meetings. Business transacted
at all special meetings shall be confined to the objects stated in
the call.
11. 6Written Notice of Special Meeting. Written
notice of a special meeting of stockholders, stating the time,
place and object thereof shall be mailed, postage prepaid, at least
ten days before such meeting, to each stockholder entitled to vote
thereat, at such address as appears on the books of the
Corporation.
ARTICLE III
Directors - Management of Company Vested in Directors.
12. 7Management Vested in Directors. The business and
affairs of this Company shall be managed under the direction of
its Board of Directors. Directors shall be elected at the Annual
Meeting of Stockholders, and each Director shall be elected to
serve until his successor shall be elected and shall qualify, or
until his death, resignation or removal. A Director who is an
employee of the Corporation shall cease to be a Director concurrent
with his termination, resignation or retirement from active
employment; provided however, that the Chairman of the Board of
Directors may continue to serve until the next Annual Meeting of
Stockholders following his retirement from active employment.
Non-employee directors shall be ineligible for election or
re-election to the Board of Directors after reaching age 70. The
Board of Directors shall keep minutes of its meetings and a full
account of its transactions. The number of Directors may, by a
vote of a majority of the entire Board of Directors, be increased
or decreased to such number (not less than three, nor, unless this
Section has been amended by the Board, more than 20) as the Board
of Directors may deem proper or expedient, but such action shall
not affect the tenure of office of any Director.
13. 8Chairman and Vice Chairman of the Board of
Directors. The Board shall from time to time designate one of its
members as Chairman of the Board of Directors and may designate
another of its members as Vice Chairman of the Board of Directors.
It shall be the duty of the Chairman of the Board of Directors to
preside at all meetings of the Board and of stockholders, and of
the Vice Chairman, if any, to preside at such meetings in the
absence of the Chairman.
14. Residual Power in Directors. In addition to the
powers and authorities by these By-Laws expressly conferred upon
them, the Board 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.
15. 9Compensation of Directors. The Board of
Directors shall by resolution determine what, if any, fees shall be
paid to the Directors for their services as members of the Board.
Expenses of attendance, if any, may be allowed for attendance at
each or any regular or special meeting of the Board.
16. 10Annual Meeting of the Board of Directors. After
each meeting of stockholders at which the Board of Directors shall
have been elected, the Board of Directors shall meet for the
purpose of organization, and the transaction of other business at
such time and place as may be designated by the stockholders at
said meeting or, in the absence of such designation, shall meet as
soon as practicable at such place as may be designated by the Board
of Directors. No notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute a meeting,
provided a majority of the whole Board shall be present.
17. Regular Meetings. Regular meetings of the Board
may be held without notice at such time and place as shall from
time to time be determined by the Board.
18. Special Meetings. Special Meetings of the Board
may be called by the Chairman of the Board, the President, or the
Secretary by notice served personally upon each Director, or
mailed, telegraphed or telephoned to his address as shown upon the
books of the Company. Special meetings shall be called by the
Chairman of the Board, the President or Secretary in like manner
and with like notice on the written request of a majority of the
Directors.
19. Quorum. At all meetings of the Board, a majority
of the Directors shall be necessary and sufficient to 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 or by these By-Laws.
20. Removal of Directors. At any meeting of
stockholders called for the purpose, any director may by the vote
of a majority of all the shares of stock outstanding and entitled
to vote be removed from office, with or without cause, and another
may be appointed in the place of the person so removed, which other
shall serve for the remainder of the term.
21. Vacancies on Board of Directors. If any member
shall die or resign, or if the stockholders shall remove any
director without appointing another in his place, a majority of the
remaining directors (although such majority is less than a quorum)
may elect a successor to hold office for the unexpired portion of
the term of the director whose place shall have become vacant and
until his successor shall have been duly chosen and qualified.
Vacancies in the Board of Directors created by an increase in the
number of directors may be filled by the vote of a majority of the
entire Board, as constituted prior to such increase, and directors
so elected by the Board to fill such vacancies shall hold office
until the next succeeding annual meeting of the stockholders and
thereafter until their successors shall be elected and qualified.
22. 12Committees. The Board of Directors, by
resolution, is authorized to appoint an Executive Committee from
among its members and grant to such committee any and all powers
and duties authorized by the applicable provisions of the Annotated
Code of Maryland, including specifically the authority for members
of the Executive Committee present at a meeting whether or not a
quorum is present, to appoint a member of the Board of Directors to
act in the place of an absent member of the Executive Committee.
The Board of Directors, by resolution, may provide for
such other standing or special committees from among the Directors
or employees of the Corporation, as the Board deems desirable,
necessary or expedient, and may discontinue the same at the Board's
pleasure. Each such committee shall have such power and perform
such duties not inconsistent with law or these By-Laws, as may be
assigned to it by the Board of Directors.
23. Compensation of Committees. Compensation of
committee members may be such as may be allowed by the Board of
Directors.
ARTICLE IV.
Officers.
24. 13Executive Officers. The Officers of this
Corporation shall be a Chairman of the Board of Directors, a
President, one or more Executive Vice Presidents, one or more Vice
Presidents, a Secretary, a Treasurer and other such officers as the
Board of Directors may deem necessary or expedient for the proper
conduct of the business of the Corporation. The officers of the
Corporation shall be elected annually by the Board of Directors at
its first meeting following the annual meeting of stockholders.
Each such officer shall hold office for a term of one year and
thereafter until his successor is elected and qualified, or until
his death, resignation, or removal.
25. 14Chairman of the Board of Directors. The
Chairman of the Board of Directors shall have general direction
over the policies and affairs of the Corporation. He shall, when
present, preside at all meetings of stockholders and the Board of
Directors. Except where by law the signature of the President is
required, the Chairman shall possess the same power as the
President to sign all certificates, contracts, and other
instruments of the Corporation which may be authorized by the Board
of Directors. During the absence or disability of the President,
he shall exercise all the powers and discharge all the duties of
the President. The Chairman of the Board or the President may be
the Chief Executive Officer of the Corporation.
26. 15President. The President shall have general and
active management of the business operations of the Corporation.
The President may also be the Chairman of the Board of Directors.
He shall report to the Chairman of the Board and shall keep the
Board of Directors informed concerning all matters within his
knowledge which the interests of the Corporation may require to be
brought to their notice. He shall have prepared annually a full
and true statement of the affairs of the Corporation which shall be
submitted to the stockholders at the Annual Meeting and he shall
have additional powers, obligations, and duties as may be assigned
to him by the Board of Directors. The President or an Executive
Vice President may be the Chief Operating Officer of the
Corporation.
27. Executive Vice Presidents and Vice Presidents.
The Executive Vice Presidents and Vice Presidents shall have all
such powers and duties as may be assigned to them by the President
or the Board of Directors. In the absence of the President and
Chairman of the Board, an Executive Vice President or Vice
President may be designated to perform the duties and functions of
the President.
28. Secretary. The Secretary shall keep a full and
accurate record of all meetings of the stockholders and
directors, and shall have the custody of all books and papers
belonging to the Company which are located in its principal office.
He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and all other notices
required by law or by these By-Laws. He shall be the custodian of
the corporate seal or seals; he shall see that the corporate seal
is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized, and when so
affixed may attest the same; and in general, he shall perform all
duties ordinarily incident to the office of a Secretary of a
Corporation, and such other duties as from time to time may be
assigned to him by the Board of Directors.
29. Treasurer. The Treasurer shall have charge of and
be responsible for all funds, securities, receipts and
disbursements of the Corporation, and shall deposit, or cause to be
deposited, in the name of the Corporation all monies or other
valuable effects in such banks, trust companies, or other
depositories as shall, from time to time, be selected by the Board
of Directors; he shall render to the President and to the Board of
Directors whenever requested, an account of the financial condition
of the Corporation; and in general, shall perform all the duties
ordinarily incident to the office of a Treasurer of a corporation,
and such other duties as may be assigned to him by the Board of
Directors or by the President.
30. Subordinate Officers. The Board of Directors may
elect such subordinate officers as it may deem desirable. Each
such officer shall hold office for such period, and shall have such
authority and perform such duties, as the Board of Directors may
prescribe. The Board of Directors may, from time to time, authorize
any officer to appoint subordinate officers and to prescribe the
powers and duties thereof.
31. Duties of Subordinate Officers. In addition to
any other duties prescribed by the Board of Directors, a
subordinate officer, if directed by the Board of Directors, shall
perform all or any part of the duties herein granted any officer.
32. Compensation. The Board of Directors shall have
power to fix the compensation of all officers and employees of the
Corporation. It may authorize any officer upon whom the power of
appointing subordinate officers may have been conferred to fix
the compensation of such subordinate officers, or may appoint a
committee to fix the salaries of all officers and may appoint an
individual to fix the salaries of employees.
33. Officers Holding More Than One Office. Two or
more offices (except that of President and Vice President) may be
held by the same person, but no officer shall execute, acknowledge
or verify any instrument in more than one capacity.
34. Removal. The Board of Directors shall have power
at any regular or special meeting to remove any officer with or
without cause, and such action shall be conclusive on the officer
so removed. The Board may authorize any officer to remove
subordinate officers.
35. Vacancies. The Board of Directors at any regular
or special meeting shall have power to fill a vacancy occurring in
any office for the unexpired portion of the term.
ARTICLE V.
Power to Sign Papers and Instruments of Corporation
36. The Board of Directors, from time to time, shall
have full power and authority to appoint such officer or officers,
agent or agents, as it shall deem necessary, proper, or expedient,
to sign all deeds, mortgages, bonds, indentures, contracts, checks,
drafts, notes, obligations, orders for the payment of money, and
other instruments, papers, or documents which may be necessary,
proper or expedient in order to carry on the business of the
Corporation.
ARTICLE VI.
Other Management Boards
37. The Board of Directors may provide for such other
management boards as they deem proper, necessary, and desirable
for efficient management of the Corporation's business, and may
discontinue or change the same at the Board's pleasure. Such
boards shall be selected from executive, administative, or
professional employees of the Corporation or its subsidiaries, or
from employees showing potential ability in these classifications
as determined by scientific rating charts. Each such management
board shall have such power and perform such duties not
inconsistent with law or these By-Laws, as may be assigned to it by
the Board of Directors. Each such management board shall be
governed by their own By-Laws, not inconsistent with law or these
By-Laws.
38. Compensation of the other management boards, or
members thereof, may be such as allowed by the Board of Directors
or by a duly authorized individual or committee so authorized by
the Board.
ARTICLE VII.
39. Fiscal Year. The fiscal year of the Corporation
shall commence on whatever date is determined as most practical by
the Board of Directors, and shall end twelve months thereafter.
ARTICLE VIII.
40. Dividends. 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.
Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums
as the Directors from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for
equalizing dividends; or for repairing or maintaining any property
of the Corporation; or for such other purposes as the Directors
shall think conducive to the interests of the Corporation.
ARTICLE IX.
Stock
41. Certificates. Each stockholder shall be entitled
to a stock certificate or certificates certifying the number and
kind of shares owned by him. Said certificate shall be issued,
signed and sealed by such officers and in such manner as may be
directed by the Board of Directors.
42. Transfer of Shares. Shares of stock shall be
transferable only on the books of the Corporation by the holder
thereof in person, or by his duly authorized attorney, or by
endorsement satisfactory to the Corporation, and on surrender of
the certificate or certificates so duly endorsed.
43. 16Closing Books of the Corporation Against
Transfer of Stock; Record Dates. The Board of Directors may fix a
time not exceeding twenty (20) days preceding the date of any
meeting of stockholders, any dividend payment date, or any date for
the allotment of rights, during which the books of the Corporation
shall be closed against the transfer of stock. In lieu of
providing for the closing of the books against transfer of stock as
aforesaid, the Board of Directors may fix in advance a time not
exceeding ninety (90) days preceding any dividend date, or any date
for the allotment of rights, as record date for the determination
of the stockholders entitled to receive such dividend or rights, as
the case may be, and, in that event, only stockholders of record on
such date shall be entitled to receive such dividend or rights, as
the case may be. Except as set forth in Paragraph 7 of these
By-Laws, the Board of Directors may fix in advance a time not
exceeding ninety (90) days preceding any meeting of stockholders as
record date for the determination of stockholders entitled to vote
at a stockholders' meeting to be called by the Board of Directors.
44. Mutilated, Lost or Destroyed Certificates. The
holder of any mutilated certificate shall immediately notify the
Corporation, and the Board of Directors may, in its discretion,
cause one or more certificates, for the same number of shares in
the aggregate, to be issued to such holder upon the surrender of
the mutilated certificate. Any person claiming a certificate of
stock to be lost or destroyed shall make an affidavit or
affirmation of that fact. The Board of Directors, in its sole
discretion, and subject to such terms and conditions as the Board
of Directors may determine, may issue new stock certificate or
certificates in place of the lost, mutilated, or destroyed
certificate or certificates.
45. Registered Stockholders. The Corporation shall be
entitled to treat the holder of record of any share or shares as
the holder in fact thereof, and accordingly shall not be bound to
recognize any equitable, or other claim, or interest, in such
shares on the part of any other person, whether or not it shall
have express or other notice thereof, save as expressly provided by
the laws of Maryland.
ARTICLE X.
Sundry Provisions.
46. 17Notices. Whenever under the provisions of these
By-Laws notice is required to be given to any director, officer
or stockholder, it shall not be construed to require personal
notice, but such notice may be given in writing, by mail, by
depositing the same in the post office or letterbox in a post paid
sealed wrapper, addressed to such director, officer or stockholder
at such address as appears on the books of the Corporation, or in
default of other address, to such director, officer, or stockholder
at the General Post Office in the City of Baltimore, Maryland, and
such notice shall be deemed to be given at the time when the same
shall be thus mailed. Any director, officer or stockholder may
waive any notice required to be given under these By-Laws.
47. Stock of Other Corporations. Shares of stock in
other corporations owned or held by the Corporation may be voted by
the Corporation by such officer, agent or proxy as the Board of
Directors may from time to time appoint and, in the absence of such
appointment, may be voted by the President or a Vice President, or
by proxy or proxies appointed by the President or a Vice President.
Any and all proxies, waivers, consents and other instruments may be
executed and any and all other action may be taken by the
Corporation as owner or holder of shares of stock in other
corporation by such officer, agent or proxy as the Board of
Directors may appoint, or, in the absence of such appointment, by
the President or a Vice President.
48. 18Indemnification.
(a) The Corporation shall indemnify (i) its
directors to the full extent provided by the General Laws of the
State of Maryland now or hereafter in force, including the advance
of expenses under the procedures provided by such laws; (ii) its
officers to the same extent it shall indemnify its directors; and
(iii) its officers who are not directors to such further extent as
shall be authorized by the Board of Directors and be consistent
with law. The foregoing shall not limit the authority of the
Corporation to indemnify other employees and agents consistent with
law.
(b) The provision of paragraph (a) shall apply to
all proceedings arising (i) after the time of adoption of this
by-law amendment (the "effective date") in connection with any
facts and circumstances occurring after the effective date; (ii)
after the effective date in connection with any facts or
circumstances occurring before the effective date; and (iii) prior
to the effective date, whether before or after July 1, 1981, to the
extent necessary or appropriate to make any indemnification
provisions of the Corporation consistent with applicable
indemnification provisions of the General Laws of the State of
Maryland. This by-law shall not limit any rights of any person
with respect to facts and circumstances occurring or proceedings
arising prior to the effective date to the extent such rights are
consistent with law applicable to the time in question.
49. 19Amendments.
(a) Except as hereinafter provided, these
By-Laws, or any of them, or any additional or amended By-Laws, may
be altered or repealed and any By-Laws may be adopted at any
regular meeting of the Board of Directors without notice, or at any
special meeting, the notice of which shall set forth the terms of
the proposed amendments, by the vote of a majority of the entire
Board.
(b) This Section 49 of the By-Laws relating to
amendments be amended only at a regular meeting of stockholders
without notice, or at a special meeting of stockholders, the
notice of which shall set forth the terms of the proposed
amendment, in either case by the vote of a majority of the votes
entitled to be cast in the aggregate by all stockholders present in
person or by proxy at such meeting.
FOOTNOTES
1Amended 12/20/68 & 3/18/92
2Amended 3/5/58
3Amended 3/1/71
4Amended 2/3/65 & 3/1/71 & 1/24/72
5Amended 3/5/58 & 3/17/80
6Amended 3/5/58
7Amended 7/19/82 & 9/2l/87
8Amended 7/25/69 & 11/30/70
9Amended 3/16/83
10Amended 3/1/71
11Amended 3/5/58
12Amended 9/16/68 & 11/30/70
13Amended 11/30/70 & 3/21/79
14Amended 3/21/79 & 2/16/87
15Amended 7/25/69 & 11/30/70 & 3/21/79
& 2/16/87
16Amended 3/5/58 & 1/24/72 & 2/16/87
17Amended 3/5/58
18Corrected 3/3/48 & 7/19/82 & 10/18/82
19Added 3/5/58
5689C.#17C