Restated Articles of Incorporation
of
PepsiCo, Inc.
FIRST: The name of the corporation is PepsiCo, Inc., hereinafter referred
to as the "Corporation".
SECOND: The Corporation is to have perpetual existence.
THIRD: The address of the Corporation's registered office in this State
shall be 213 Broad Street, New Bern, Craven County, North Carolina, 28560, and
the name of its registered agent at such address shall be F. Blackwell Stith.
FOURTH: The purpose or purposes for which the Corporation is organized and
the objects proposed to be transacted, promoted or carried on by it are as
follows:
(1) To engage in the manufacture, purchase, sale, bottling and
distribution, either at wholesale, retail or otherwise, of beverages, syrups,
flavors and extracts, carbonated and aerated water, soda water, mineral waters,
soft drinks and non-alcoholic beverages of every kind, and any and all other
commodities, substances and products of every kind, nature and description;
(2) To purchase, lease, construct or otherwise acquire, and to hold, own,
use, maintain, manage and operate, plants, factories, warehouses, stores, shops
and other establishments, facilities and equipment, of every kind, nature and
description, used or useful in the conduct of the business of the Corporation;
(3) To manufacture, purchase, sell and generally to trade and deal in and
with goods, wares, products and merchandise of every kind, nature and
description, and to engage or participate in any mercantile, manufacturing or
trading business of any kind or character whatsoever;
(4) To build, erect, construct, purchase, hold or otherwise acquire, own,
provide, maintain, establish, lease and operate, buy, sell, exchange or
otherwise dispose of mills, factories, warehouses, agencies, buildings,
structures, offices, works, plants and work shops, with suitable plant, engines,
boilers, machinery and equipment, and all things of whatsoever kind and nature
suitable, necessary, useful or advisable in connection with any or all of the
objects herein set forth;
(5) To acquire by purchase, lease or otherwise, upon such terms and
conditions and in such manner as the board of directors of the Corporation shall
determine or agree to, and to the extent to which the same may be allowed by
law, all or any part of the property, real and personal, tangible or intangible,
of any nature whatsoever, including the good will, business and rights of all
kinds, of any other corporation or of any person, firm or association, which may
be useful or convenient in the business of the Corporation and to pay for the
same in cash, stocks, bonds or in other securities of the Corporation, or partly
in cash and partly in such stocks, bonds or other securities, or in such other
manner as may be agreed, and to hold, possess and improve such properties, and
to assume in connection with the acquisition of any such property any
liabilities of any such corporation, person, firm or association, and to conduct
in any legal manner the whole or any part of any business so acquired, and to
pledge, mortgage, sell or otherwise dispose of the same. To carry on the
business of warehousing and all business incidental thereto, including the issue
of warehouse receipts, negotiable or otherwise, and the making of advances or
loans upon the security of goods warehoused; to maintain and conduct stores for
the general sale of merchandise, both at wholesale and retail;
(6) To borrow money, and, from time to time, to make, accept, endorse,
execute and issue bonds, debentures, promissory notes, bills of exchange and
other obligations of the Corporation for moneys borrowed or in payment of
property acquired or for any of the other objects or purposes of the Corporation
or its business, and to secure the payment of any such obligations by mortgage,
pledge, deed, indenture, agreement or other instrument of trust, or by other
lien upon, assignment of, or agreement in regard to all or any part of the
property, rights, privileges or franchises of the Corporation wheresoever
situated, whether now owned or hereafter to be acquired;
(7) To apply for, obtain, register, purchase, lease, or otherwise acquire,
and to hold, use, own, operate and introduce, and to sell, assign or otherwise
dispose of, any trade marks, trade names, patents, inventions, improvements and
processes used in connection with or acquired under letters patent of the United
States or elsewhere, and to use, exercise, develop, grant licenses in respect
of, or otherwise turn to account any such trade marks, patents, licenses,
processes and the like;
(8) To guarantee and to acquire, by purchase, subscription or otherwise,
and to hold and own and to sell, assign, transfer, pledge or otherwise dispose
of the stock, or certificates of interest in shares of stock, bonds, debentures
and other securities and obligations of any other corporation, domestic or
foreign, and to issue in exchange therefor the stock, bonds, or other
obligations of the Corporation, and while the owner of any such stock,
certificates of interest in shares of stock, bonds, debentures, obligations and
other evidences of indebtedness, to possess and exercise in respect thereof all
of the rights, powers and privileges of ownership, including the right to vote
thereon, and also in the manner, and to the extent now or hereafter authorized
or permitted by the laws of the State of North Carolina, to purchase, acquire,
own and hold and to dispose of the stock, bonds or other evidence of
indebtedness of the Corporation;
(9) To guarantee the payment of dividends upon any shares of the capital
stock of, or the performance of any contract by any other corporation or
association in which the Corporation shall have an interest, and to endorse or
otherwise guarantee the payment of the principal and interest, or either, of any
bonds, debentures, notes, securities, or other evidences of indebtedness created
or issued by any such other corporation or association or by individuals or
partnerships, to aid in any manner any other corporation or association, any
bonds or other securities or evidences of indebtedness of which, or shares of
stock in which (or voting trust certificates therefor) are held by or for the
Corporation, or in which, or in the welfare of which, the Corporation shall have
any interest, and to do any acts or things designed to protect, preserve,
improve or enhance the value of any such bonds or other securities or property
of the Corporation, but nothing contained herein shall be construed to authorize
the Corporation to engage in the business of a guaranty or trust company;
(10) In general, to do any or all of the things hereinbefore set forth, and
such other things as are incidental or conducive to the attainment of the
objects and purposes of the Corporation, as principal, factor, agent, contractor
or otherwise, either alone or in conjunction with any person, firm, association
or corporation, and in carrying on its business, and for the purpose of
attaining or furthering any of its objects, to make and perform contracts, and
to do all such acts and things, and to exercise any and all such powers, to the
same extent as a natural person might or could lawfully do to the extent allowed
by law;
(11) To have one or more offices and to carry on its operations and
transact its business within and without the State of North Carolina and in
other states of the United States of America, and in the districts, territories
or dependencies of the United States and in any and all foreign countries and,
without restriction or limit as to the amount, to purchase or otherwise acquire,
hold, own, mortgage, sell, convey or otherwise dispose of real and personal
property of every class and description in any of the states, districts,
territories or dependencies of the United States, and in any and all foreign
countries, subject always to the laws of such state, district, territory,
dependency or foreign country.
(12) To do any or all of the things herein set forth, and such other things
as are incidental or conducive to the attainment of the above objects, to the
same extent a natural person might or could do, and in any part of the world, in
so far as the same are not inconsistent with the laws of the State of North
Carolina.
The purposes and powers specified in any clause contained in this Fourth
Article shall, except where otherwise expressed in said articles, be in nowise
limited or restricted by reference to or inferences from the terms of any other
clause of this or any other article of these Articles of Incorporation, but the
purposes and powers specified in each of the clauses of this article shall be
regarded as independent purposes and powers.
In general, the Corporation shall have the authority to carry on any other
business in connection with the foregoing, whether manufacturing or otherwise,
and to have and to exercise all the powers conferred by the laws of the State of
North Carolina upon corporations formed under the North Carolina Business
Corporation Act.
FIFTH: The total number of shares of Capital Stock which the Corporation
shall have authority to issue is 3,600,000,000 of the par value of one and
two-thirds cents (1-2/3(cent)) per share.
SIXTH: The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.
SEVENTH: No holder of the Corporation's Capital Stock shall be entitled, as
of right, to subscribe for, purchase or receive any part of any new or
additional issue of its capital stock, of any class, whether now or hereafter
authorized (including treasury stock), or of any bonds, debentures or other
securities convertible into stock, or warrants or options to purchase stock of
any class, but all such additional shares of stock or bonds, debentures or other
securities convertible into stock, including all stock now or hereafter
authorized, may be issued and disposed of by the board of directors from time to
time to such person or persons and upon such terms and for such consideration
(so far as may be permitted by law) as the board of directors in their absolute
discretion may from time to time fix and determine.
EIGHTH: The following provisions are intended for the regulation of the
business and for the conduct of the internal affairs of the Corporation, and it
is expressly provided that the same are intended to be in furtherance and not in
limitation of the powers conferred by statute:
(1) The number of directors of the Corporation shall be fixed and may be
altered from time to time, as may be provided in the by-laws, but at no time is
the number of directors to be less than three. The directors need not be
stockholders. In case of any increase in the number of directors, the additional
directors may be elected by the directors or by the stockholders entitled to
vote therefor at an annual or special meeting, as shall be provided in the
by-laws;
(2) The board of directors may, by resolution passed by a majority of the
whole board, designate three or more of their number to constitute an executive
committee, to the extent provided in said resolution or in the by-laws, shall
have and exercise the powers of the board of directors in the management of the
business and affairs of the Corporation, and may have power to authorize the
seal of the Corporation to be affixed to all papers which may require it. From
time to time the by-laws, or the board of directors by resolution, may provide
methods for the permanent or temporary filling of any vacancy in the executive
committee or in any other committee appointed by the board;
(3) The board of directors shall have power to sell, assign, transfer,
convey, exchange, or otherwise dispose of the property, effects, assets,
franchises and good will of the Corporation as an entirety, for cash, for the
securities of any other corporation, or for any other consideration, pursuant to
the vote at the special meeting called for the purpose, of the holders of at
least two-thirds of the issued and outstanding Capital Stock of the Corporation.
(4) The board of directors may make by-laws from time to time, and may
alter, amend or repeal any by-laws, but any by-laws made by the board of
directors may be altered, amended or repealed by the stockholders entitled to
vote;
(5) In case of any vacancy in the board of directors, through death,
resignation, disqualification or other cause, the remaining directors by an
affirmative vote of a majority thereof, may elect a successor to hold office for
the unexpired portion of the term of the directors whose place shall be vacant,
and until the election of a successor;
(6) The directors shall have power, from time to time, to determine whether
and to what extent, and at what times and places and under what conditions and
regulations, the accounts and books of the Corporation, or any of them, shall be
open to the inspection of stockholders; and no stockholder shall have any right
to inspect any books or account or document of the Corporation except as
conferred by the statutes of the State of North Carolina, or authorized by the
directors;
(7) The board of directors shall have power to appoint such standing
committees as they may determine, with such powers as shall be conferred by them
or as may be authorized by the by-laws;
(8) The board of directors shall elect a president and vice president and
appoint a secretary and treasurer. Any two of such offices may be held by the
same person, except that the president shall hold no other of such offices. The
board of directors may also appoint one or more additional vice presidents, one
or more assistant secretaries, and one or more assistant treasurers, and to the
extent provided by the by-laws or by the board of directors by resolution from
time to time, the persons so appointed shall have and exercise the powers of the
president, secretary and treasurer, respectively. The board of directors may
appoint other and additional officers, with such powers as the directors may
deem advisable;
(9) Both stockholders and directors shall have power, if the by-laws so
provide, to hold their meetings and have one or more offices without the State
of North Carolina, and to keep the books of the Corporation (subject to the
provisions of the statutes) outside of the State of north Carolina, at such
places as may be from time to time designated;
(10) The Corporation may in its by-laws confer powers additional to the
foregoing upon the directors, in addition to the powers and authorities
expressly conferred upon them by the statutes;
(11) No contract or other transaction between the Corporation and any other
corporation shall be affected or invalidated by the fact that any one or more of
the directors of the Corporation is or are interested in, or is a director or
officer, or are directors or officers of, such other corporation, and any
director or directors, individually or jointly, may be a party or parties to, or
may be interested in, any contract or transaction of the Corporation or in which
the Corporation is interested; and no contract, act or transaction of the
Corporation with any person or persons, firm or corporation, shall be affected
or invalidated by the fact that any director or directors of the Corporation is
a party, or are parties, to or interested in such contract, act or transaction,
or in any way connected with such person or person, firm or corporation, and
each and every such person or persons, firm or corporation, and each and every
person who may become a director of the Corporation is hereby relieved from any
liability that might otherwise exist from contracting with the Corporation for
the benefit of himself or any firm, association or corporation in which he may
be in any wise interested;
(12) The Corporation reserves the right to amend, alter, change, or repeal
any provision herein contained, in the manner now or hereafter prescribed by
law, and all the rights conferred on stockholders hereunder are granted and are
to be held and enjoyed subject to such rights of amendment, alteration, change
or repeal.
NINTH: The number of directors constituting the initial Board of Directors
shall be twelve; and the names and addresses of the persons who are to serve as
directors until the first meeting of stockholders, or until their successors are
elected and qualified, are:
Name Address
D. Wayne Calloway 700 Anderson Hill Road
Purchase, New York 10577
Frank T. Cary 700 Anderson Hill Road
Purchase, New York 10577
William T. Coleman, Jr. 700 Anderson Hill Road
Purchase, New York 10577
Clifton C. Garvin, Jr. 700 Anderson Hill Road
Purchase, New York 10577
Michael H. Jordan 700 Anderson Hill Road
Purchase, New York 10577
Donald M. Kendall 700 Anderson Hill Road
Purchase, New York 10577
John J. Murphy 700 Anderson Hill Road
Purchase, New York 10577
Andrall E. Pearson 700 Anderson Hill Road
Purchase, New York 10577
Sharon Percy Rockefeller 700 Anderson Hill Road
Purchase, New York 10577
Robert H. Stewart, III 700 Anderson Hill Road
Purchase, New York 10577
Robert S. Strauss 700 Anderson Hill Road
Purchase, New York 10577
Arnold R. Weber 700 Anderson Hill Road
Purchase, New York 10577
TENTH: Stockholders do not have the right to cumulate their vote for the
election of directors.
ELEVENTH: The name and address of the incorporator are:
Arch E. Lynch, Jr. 3600 Glenwood Avenue
Raleigh, North Carolina 27605