Exhibit 3-B
BY-LAWS OF
SANDERSON FARMS, INC.
(As restated on January 8, 1997)
Article I. Name and the Location.
Section 1. The name of this corporation shall be Sanderson Farms, Inc.
Section 2. Its principal office shall be located in Laurel,
Mississippi.
Section 3. Other offices for the transaction of business shall be
located in such other places as the Board of Directors may from time to time
determine.
Article II. Capital Stock.
Section 1. The amount of capital stock shall be such amount as is
authorized by the Articles of Incorporation.
Section 2. All certificates of stock shall be signed by the Chairman of
the Board, the President and the Secretary and shall be sealed with the
corporate seal. Such signatures and seal may be facsimile if the certificate
is signed by the corporation's transfer agent or registrar.
Section 3. Treasury stock shall be held by the corporation subject to
disposition by the Board of Directors and shall neither be voted nor
participate in dividends.
Section 4. Transfers of stock shall be made only on the books of the
corporation or the books of the duly appointed transfer agent; an old
certificate, properly endorsed, shall be surrendered and cancelled before a
new certificate is issued.
Section 5. In case of loss or destruction of a certificate of stock, no
new certificate shall be issued in lieu thereof except upon satisfactory proof
of affidavit of such loss or destruction; and upon the giving of satisfactory
security, by bond or otherwise (if the Board of Directors so requires),
against loss to the corporation.
Article III. Stockholder meetings
Section 1. The annual meeting of stockholders shall be held each year
on such day in the month of February, or in such other month, as the Board of
Directors shall determine, at the principal office of the corporation or at
such other suitable place, within or without the State of Mississippi, and at
such convenient time as may be determined by the Board of Directors. At the
annual meeting the stockholders shall elect directors to serve until their
successors have been elected and have qualified.
Section 2. A special meeting of the stockholders, to be held at any
place at which the annual stockholders' meeting may be held, may be called at
any time by the Chairman, the Vice Chairman (if appointed), the President or
the Board of Directors. It shall be the duty of the Chairman, the Vice
Chairman (if appointed), the President or the Board of Directors to call such
a meeting whenever so requested or demanded by one or more stockholders
holding 10% or more of all the shares entitled to vote on any issue proposed
to be considered at the special meeting.
Section 3. Notice of the place, day and hour of all annual and special
stockholders' meetings shall be given by the Secretary of the corporation to
each stockholder entitled to vote at the meeting not fewer than ten (10) nor
more than sixty (60) days before the date of the meeting by mailing said
notice, with postage thereon prepaid, to the address of such stockholder
appearing on the stock records of the corporation. In the case of a special
meeting, the notice shall also state the purpose or purposes for which the
meeting is called.
Section 4. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to demand a special meeting or to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors of the corporation may fix the record
date for such purpose, but such record date may not be more than seventy (70)
days before the meeting or action requiring a determination of stockholders.
If no record date is fixed for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders, or stockholders entitled to
demand a special meeting or to receive payment of a dividend, or for any
other proper purpose, the close of business on the day before the day on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to notice of or to vote at any meeting
of stockholders has been made as provided in this section, such determination
shall be effective for any adjournment of the meeting unless the Board of
Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than one hundred, twenty (120) days after the date
fixed for the original meeting.
Section 5. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, no later than two (2) business
days after notice of the meeting is given for which the list was prepared, an
alphabetical list of the names of all its stockholders entitled to notice of
a stockholders' meeting. The list must be arranged by voting group (and
within each voting group by class or series of shares) and show the address of
and number of shares held by each stockholder. Such list shall be available
at the principal office of the corporation and shall be subject to inspection
by any stockholder at any time during usual business hours. Such list shall
also be available at the place identified in the meeting notice in the city
where the meeting will be held and shall be subject to the inspection of any
stockholder continuously through the meeting. The original stock transfer
books shall be prima facie evidence as to who are stockholders entitled to
examine such list or transfer books or to vote at any meeting of stockholders.
Section 6. The Chairman of the Board shall preside at all stockholder
meetings. In the event the Chairman is unable to preside, the next available
officer shall be authorized to preside in this order: Vice Chairman (if
appointed), President, Executive Vice President (if appointed), Vice
President (by seniority if more than one is appointed), Secretary or
Treasurer.
Section 7. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of
preferred stock are limited or denied by the Articles of Incorporation, the
Board of Directors or as permitted by law.
Treasury shares shall not be voted at any meeting or counted in
determining the total number of outstanding shares at any given time.
A stockholder may vote either in person or by proxy appointed in writing
by the stockholder or by his duly authorized attorney-in-fact. No proxy shall
be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
Shares standing in the name of another corporation, domestic or foreign
but not a corporation the majority of the outstanding shares of which are
owned, directly or indirectly, by this corporation, may be voted by any duly
elected officer, or any duly appointed agent, in person or by proxy, or as the
Board of Directors of this corporation may otherwise determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender
of the shares.
Section 8. A majority of the votes represented in person or by proxy
entitled to be cast on a matter by the voting stockholders shall constitute a
quorum for the transaction of business at a meeting of stockholders. If a
quorum exists, action on a matter (other than the election of directors) by
the stockholders shall be approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, the By-laws or the law requires a greater number of affirmative
votes.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.
An amendment to the Articles of Incorporation that adds, changes or
deletes a greater quorum or voting requirement must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirements then in effect or proposed to be adopted,
whichever is greater.
Directors shall be elected at such annual meeting of stockholders at
which their terms expire or at any special meeting of stockholders called for
that purpose by the affirmative vote of a majority, and not a plurality, of
the shares entitled to vote and represented, in person or by proxy, at such
meeting at which a quorum is present. There shall be no cumulative voting.
Section 9. Nominations by stockholders for the election of directors
may be made by stockholders from the floor at any annual or special meeting of
stockholders called for the election of directors if timely written notice of
such nominations has been given to the Secretary of the corporation. To be
timely, such notice must be received at the principal office of the
corporation not later than the close of business on the 15th day following the
day on which notice of the date of the meeting is given or made to
stockholders in accordance with these bylaws. A stockholder's notice to the
Secretary must set forth or be accompanied by (i) the name and address of
record of the stockholder who intends to make the nomination; (ii) a
representation that the stockholder is a holder of record of shares of the
corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice; (iii) the name, age, business and residence addresses, and principal
occupation or employment of each nominee; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed by such stockholder pursuant to the proxy
rules of the Securities and Exchange Commission, as then in effect; (v) the
consent of each nominee to serve as a director of the corporation if elected;
and (vi) a representation signed by each proposed nominee that states that
such nominee meets all of the qualifications set forth in Article IV of these
bylaws.
Section 10. Only business properly brought before stockholders' meetings
in accordance with these bylaws shall be conducted at such meetings. To be
properly brought before a meeting, business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors, (b) otherwise properly before the meeting by or at the
direction of the Board of Directors, or (c) otherwise (i) properly requested
to be brought before the meeting by a stockholder of record entitled to vote
in the election of directors generally, and (ii) constitute a proper subject
to be brought before such meeting. Any stockholder who wishes to bring a
matter (other than the election of directors) before a meeting of stockholders
and is entitled to vote on such matter must deliver written notice of said
stockholder's intent to bring such matter before the meeting of stockholders
so that such notice is received by the Secretary no later than the close of
business on the 15th day following the date on which notice of the date of the
meeting is given or made to stockholders in accordance with these bylaws.
A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting of stockholders
(a) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (b) the
name and address, as they appear on the Corporation's books, of the
stockholder intending to propose such business, (c) the class and number of
shares of stock of the Corporation beneficially owned by the stockholder, and
(d) any material interest of the stockholder in such business. The Chairman
of a meeting shall, if the facts warrant, determine and declare to the meeting
that the business was not properly brought before the meeting in accordance
with the provisions hereof and, if he should so determine, he shall declare
such to the meeting and any such business not properly brought before the
meeting shall not be transacted.
Section 11. Action required or permitted to be taken at a stockholders'
meeting may be taken without a meeting if the action is taken by all the
stockholders entitled to vote on the action. The action must be evidenced by
one or more written consents describing the action taken, signed by all the
stockholders entitled to vote on the action, and delivered to the corporation
for inclusion in the minutes or filing with the corporate records.
If not otherwise set by the Board of Directors, the record date for
determining stockholders entitled to take action without a meeting is the date
the first stockholder signs the written consent.
A consent signed under this section has the effect of a meeting vote and
may be described as such in any document.
Article IV. Directors.
Section 1. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation managed under
the direction of, the Board of Directors, subject to any limitation set forth
in the Articles of Incorporation, which shall consist of nine (9) members, at
least two (2) of whom shall be independent directors. For purposes of this
Section, "independent director" shall mean a person other than an officer or
employee of the corporation or its affiliates or any other individual having a
relationship that, in the opinion of the Board of Directors, would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director. Directors must be at least twenty-one (21) years of age and be
citizens of the United States, although directors need not be stockholders of
the corporation or residents of the state of Mississippi.
The Board of Directors shall appoint a Chairman who shall preside at
meetings of the Board of Directors and of stockholders and shall have such
other duties as may from time to time be assigned to the Chairman by the Board
of Directors. Each director shall receive such compensation for his services
as may, by the Board of Directors, be determined from time to time.
The terms of directors shall be staggered by dividing the total number
of directors into three (3) classes, with each class containing one-third
(1/3), or as close to one-third (1/3) as possible, of the total. With
respect to directors who are elected at the first annual stockholders' meeting
where a classified Board of Directors is elected, the terms of directors in
the first class shall expire at the first annual stockholders' meeting after
their election, the terms of the second class shall expire at the second
annual stockholders' meeting after their election, and the terms of the third
class shall expire at the third annual stockholders' meeting after their
election. At each annual stockholders' meeting held after such first meeting,
directors shall be chosen for a term of three (3) years to succeed those whose
terms expire.
A decrease in the number of directors does not shorten an incumbent
director's term. A director elected to fill a vacancy, whether such director
is elected by the stockholders or the Board of Directors, shall serve for the
unexpired portion of the term of the vacancy which is being filled. Despite
the expiration of a director's term, he shall continue to serve until his
successor is elected and qualifies or until there is a decrease in the number
of directors.
Section 2. The directors shall hold five (5) regular meetings, four (4)
of which shall be held on such quarterly dates as the Board or the Chairman
shall determine from time to time, and shall be held at the principal office
of the corporation in Laurel, Mississippi, or at such other place, within or
without the State of Mississippi, as may be determined by the Chairman of the
Board. The remaining one (1) regular meeting shall be held immediately after,
and at the same place as, the annual meeting of stockholders.
Section 3. Special meetings of the Board of Directors, to be held at
the principal office of the corporation in Laurel, Mississippi, or at such
other place, within or without the State of Mississippi, as may be determined
by the Board or the Chairman, may be called by the Chairman or by any two
members of the Board of Directors.
Section 4. Any or all directors may participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear
each other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.
Section 5. Notice as to date, time and place of all regular and special
meetings of the directors shall be given to each director, by the Secretary,
at least two (2) days prior to the time fixed for the meeting. Such notice
shall be given in any manner to each director at his usual address or location
and shall be deemed to be delivered, if mailed, when deposited four (4) days
prior to the time fixed for the meeting in the United States mail, so
addressed, with postage thereon prepaid. A director's attendance at or
participation in a meeting shall constitute a waiver of any required notice of
such meeting, unless the director at the beginning of the meeting (or promptly
upon his arrival) objects to holding the meeting or transacting business at
the meeting and does not hereafter vote for or assent to action taken at the
meeting.
Section 6. A quorum for the transaction of business at any regular or
special meeting of the directors shall consist of a majority of the number of
directors fixed by these Bylaws.
Section 7. The directors shall appoint the officers of the corporation
and fix the salary of the Chairman of the Board and the President; the
President, or in the absence of the President the directors, shall fix the
salaries of all other officers. Appointment of officers shall be made at the
directors' meeting following each annual stockholders' meeting.
Section 8. Any vacancy on the Board of Directors resulting from the
removal of a director as provided in the Articles of Incorporation shall be
filled by the stockholders; provided that, if the stockholders fail to fill
any such vacancy within ninety (90) days after the date that the director
was removed, then the Board of Directors may fill such vacancy. If a vacancy
occurs on the Board of Directors for reasons other than removal by
stockholders, including a vacancy resulting from an increase in the number of
directors: (a) the stockholders may fill the vacancy; (b) the Board of
Directors may fill the vacancy; or (c) if the directors remaining in office
constitute fewer than a quorum of the Board, they may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.
Section 9. The affirmative vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the Articles of Incorporation or the By-laws require the
vote of a greater number of directors.
Section 10. A director of the corporation who is present at a meeting of
the Board of Directors or a committee of the Board of Directors when corporate
action is taken shall be deemed to have assented to the action taken unless:
(a) he objects at the beginning of the meeting (or promptly upon his arrival)
to holding it or transacting business at the meeting; (b) his dissent or
abstention from the action taken is entered in the minutes of the meeting; or
(c) he delivers written notice of his dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting. The right of dissent or
abstention shall not be available to a director who votes in favor of the
action taken.
Section 11. Any action required or permitted to be taken at a Board of
Directors' meeting may be taken without a meeting if the action is taken by
all members of the Board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and included in
the minutes or filed with the corporate records reflecting the action taken.
Action taken under this section is effective when the last director
signs the consent, unless the consent specifies a different effective date.
A consent signed under this section has the effect of a meeting vote and
may be described as such in any document.
Section 12. A director may resign at any time by delivering written
notice to the Board of Directors, its Chairman or to the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.
The stockholders may remove one or more directors with or without cause
unless otherwise provided by the Articles of Incorporation. The removal of
any director of the corporation elected or appointed by the stockholders of
the corporation or by its Board of Directors shall be effected only by the
vote of not less than two-thirds (2/3) of the total outstanding Common Stock.
Notwithstanding the foregoing, these voting requirements for director removal
shall not apply to any director elected by any class (other than Common Stock)
or series which may be or become entitled to elect a director voting as a
separate class or series, and the removal of such a director shall be governed
by the provisions relating to that class or series.
A director may be removed by the stockholders only at a meeting called
for the purpose of removing him and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is removal of the director.
Section 13. The Board of Directors may create one or more committees and
appoint members of the Board of Directors to serve on them. Each committee
must have two (2) or more members, who serve at the pleasure of the Board of
Directors.
The creation of a committee and appointment of members to it must be
approved by a majority of all the directors in office when the action is
taken.
Prior to the annual meeting of stockholders, the Board of Directors
shall appoint a director nominating committee consisting of three directors
serving current terms, at least one of whom shall be an independent director.
The committee shall consider candidates for the class of directorships to be
filled at the meeting and shall submit a slate of candidates or nominees for
Board approval and inclusion in the corporate proxy materials for the annual
meeting and for vote by the stockholders at the annual meeting. Such
submission shall be deemed a nomination of each person named. The committee
may recommend one or more than one candidate or nominee for each vacancy to be
filled. Where a vacancy on the Board of Directors exists that is to be filled
by the Board of Directors, a director nominating committee shall also be
appointed by the Board of Directors to consider and submit a slate of
candidates or nominees for vote by the directors.
The provisions of the By-laws which govern meetings, action without
meetings, notice and waiver of notice, and quorum and voting requirements of
the Board of Directors, shall apply to committees and their members as well.
To the extent specified by the Board of Directors, each committee may
exercise the authority of the Board of Directors.
A committee may not, however: (a) authorize distributions; (b) approve
or propose to stockholders action that requires approval by stockholders; (c)
fill vacancies on committees of the Board of Directors; (d) amend the Articles
of Incorporation; (e) adopt, amend or repeal by-laws; (f) approve a plan of
merger not requiring stockholder 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 or
contract for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that the
Board of Directors may authorize a committee (or a senior executive officer of
the corporation) to do so within limits specifically prescribed by the Board
of Directors.
The creation of, delegation of authority to, or action by a committee
does not alone constitute compliance by a director with the standards of
conduct required by law.
Section 14. Each director shall discharge his duties as a director,
including his duties as a member of a committee: (a) in good faith; (b) with
the care an ordinarily prudent person in a like position would exercise under
similar circumstances; and (c) in a manner he reasonably believes to be in the
best interests of the corporation.
In discharging his duties a director shall be entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, if prepared or presented by: (a) one or more
officers or employees of the corporation whom the director reasonably believes
to be reliable and competent in the matters presented; (b) legal counsel,
public accountants or other persons as to matters the director reasonably
believes are within the person's professional or expert competence; or (c) a
committee of the Board of Directors of which he is not a member if the
director reasonably believes the committee merits confidence.
Article V. Officers.
Section 1. The officers of this corporation shall be a Chairman of the
Board, a Vice Chairman of the Board (if appointed by the Board at its
discretion), a President, an Executive Vice President (if appointed by the
Board at its discretion), one or more Vice Presidents, a Secretary and a
Treasurer, all of whom shall be appointed for the term of one (1) year, and
shall hold office until their successors are duly elected and qualified.
Such other officers and assistant officers as may be deemed necessary
may be appointed by the Board of Directors or by the officers duly appointed
by the Board of Directors. Any two or more offices may be
simultaneously held by the same person.
Section 2. The officers of the corporation shall be appointed annually
by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the stockholders. Officers of the corporation
may also be appointed by the Board of Directors to serve until the next annual
meeting, when a new office is created by amendment to, or restatement of,
these By-Laws or, in the absence of a resignation, when an incumbent officer
cannot perform the duties conferred upon him by reason of absence or inability
or unfitness to carry out said duties. The appointment of an officer shall
not itself create contract rights. Officers shall serve at the pleasure of
the Board of Directors.
Section 3. An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered
unless the notice specifies a later effective date. If a resignation is made
effective at a later date and the corporation accepts the future effective
date, it may fill the pending vacancy before the effective date if the
successor does not take office until the effective date. An officer's
resignation shall not affect the corporation's contract rights, if any, with
the officer.
Section 4. Any officer appointed by the Board of Directors may be
removed by the Board of Directors at any time with or without cause whenever
in its judgment the best interests of the corporation would be served thereby,
but such removal shall not affect the contract rights with the corporation,
if any, of the officer so removed. Any office or assistant officer, if
appointed by another officer, may likewise be removed by such officer.
Section 5. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term.
Section 6. The Chairman of the Board shall preside at all directors'
meetings; shall sign all stock certificates (which signature may be by
facsimile as provided in Article II, Section 2, of these By-laws); and shall
have authority to sign on behalf of the corporation, bills, notes, receipts,
acceptances, endorsements, checks, releases, contracts and documents of every
nature and kind, to issue checks or otherwise draw upon the deposits or
credits of the corporation, excepting dividends, and to do such other acts not
specifically enumerated herein and which are not inconsistent with the
purposes of the business of the corporation and its charter authority or not
otherwise specifically delegated to any other officer.
Section 7. The Vice Chairman of the Board (if appointed by the Board at
its discretion) shall perform all the duties of the Chairman of the Board at
such times as the Chairman is unable to perform the duties conferred upon him
by reason of absence or inability or unfitness to carry out said duties. The
Vice Chairman shall further perform such duties as may be directed to him by
the Chief Executive Officer or by the Board of Directors.
Section 8. The President shall be the chief executive officer of the
corporation. He shall sign all stock certificates (which signature may be by
facsimile as provided in Article II, Section 2, of these By-laws) and shall
perform all of the duties of the Chairman of the Board at such times as the
Chairman or Vice Chairman (if appointed) is unable to perform the duties
conferred upon him by reason of absence or inability or unfitness to carry out
said duties. He shall have general supervision over the affairs of the
corporation; shall perform the duties generally conferred upon the chief
executive officer of a corporation, including the authority to conduct the
affairs of the corporation and to carry out the policies thereof; and shall
have authority to sign on behalf of the corporation, bills, notes, receipts,
acceptances, endorsements, checks, releases, contracts and documents of every
nature and kind, to issue checks or otherwise draw upon the deposits or
credits of the corporation, excepting dividends, to extend credit to persons
and in amounts as he may deem advisable, and to do such other acts not
specifically enumerated herein and which are not inconsistent with the
purposes of the business of the corporation and its charter authority or not
otherwise specifically delegated to any other officer. He shall have general
charge of the office and the plant or plants of the corporation, with
authority to employ and terminate such office assistants and employees as he
may deem advisable and necessary, and to fix and pay salaries for such
employment. The President shall further perform such duties as may be
directed to him by the Board of Directors and shall have authority to delegate
any of the duties herein set forth.
Section 9. The Executive Vice President (if appointed by the Board at
its discretion) shall perform all the duties of the President at such times as
the President is unable to perform the duties conferred upon him by reason of
absence or inability or unfitness to carry out said duties. The Executive
Vice President shall further perform such duties as may be directed to him by
the President or by the Board of Directors.
Section 10. The Vice President(s) shall perform such duties as may be
directed to him(them) by the President or by the Board of Directors.
Section 11. The Secretary shall issue notices of all directors' and
stockholders' meetings, and shall attend and keep the minutes of the same;
shall have charge of all corporate books, records and papers; shall be the
custodian of the corporate seal; shall authenticate records of the
corporation; shall attest with his signature and impress with the corporate
seal all stock certificates (which signature and seal may be facsimile as
provided in Article II, Section 2, of these By-laws) and written contracts of
the corporation, but such attestation shall not be limited to the Secretary
and the absence of such attestation shall not affect the legal validity of any
written contracts; and shall perform all other such duties as are incidental
to his office and that may be specifically delegated to his office.
Section 12. The Treasurer shall have custody of all monies and
securities of the corporation, and he shall keep regular books of account and
shall submit them, together with all his vouchers, receipts, records and other
papers to the directors for their examination and approval as often as they
may require. The Treasurer, or such other officer, if any, who has been
designated as the chief financial officer by the Board of Directors, shall
have the fiscal responsibility for the affairs of the corporation, including
future operations, and shall from time to time propose or otherwise institute
such fiscal policy as may be determined by the Board of Directors.
Section 13. The duties of the Secretary or Treasurer or any part thereof
may be from time to time delegated by the Secretary or Treasurer, with the
consent of the Board of Directors, to an Assistant Secretary or Assistant
Treasurer. The Assistant Secretary or Assistant Treasurer shall have the
authority to perform such acts as may be delegated to him by the Secretary or
Treasurer with the consent of the Board of Directors.
Section 14. For their services, the Vice Chairman (if appointed), the
Executive Vice President (if appointed), the Vice President(s), the
Secretary, the Treasurer and the Assistant Secretary or Assistant Treasurer
(if appointed) shall each receive such salary and other compensation as may be
fixed by the President, or, in his absence, by the directors.
Section 15. As assigned and directed by the Board of Directors, the
Vice President(s), the Secretary or the Treasurer shall perform those duties
of the Chairman, the Vice Chairman (if appointed), the President or the
Executive Vice President (if appointed) at such times as the Chairman, the
Vice Chairman (if appointed), the President or the Executive Vice President
(if appointed) is unable to perform the duties conferred upon him by reason
of absence or inability or unfitness to carry out said duties.
Section 16. Any officer with discretionary authority shall discharge
his duties under that authority: (a) in good faith; (b) with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances; and (c) in a manner he reasonably believes to be in the best
interests of the corporation.
In discharging his duties any officer is entitled to rely on
information, opinions, reports or statements, including financial statements
and other financial data, if prepared or presented by: (a) one or more
officers or employees of the corporation whom the officer reasonably believes
to be reliable and competent in the matters presented; or (b) legal counsel,
public accountants or other persons as to matters the officer reasonably
believes are within the person's professional or expert competence.
Article VI. Indemnification of Directors, Officers and Other Persons
Section 1. The Corporation shall indemnify its directors, officers,
those employees of the Corporation appointed by the President to serve on the
Corporation's Executive Committee and those employees selected by the
Executive Committee to be the Division Managers, to the fullest extent
permitted by law, except in an action brought directly by the Corporation
against such person, and except that such employees shall be entitled to
mandatory indemnification under this Article only to the same extent to which
officers are permitted by law to be indemnified.
Section 2. To the extent permitted by law, the right to indemnification
conferred in this Article (a)shall apply to acts or omissions antedating the
adoption of this Article; (b)shall be severable; (c)shall continue as to a
person who has ceased to be such director, officer or employee; and (d) shall
inure to the benefit of the heirs, executors and administrators of such
person.
Section 3. This article may be repealed or amended from time to time by
the Board of Directors with or without shareholder approval; provided however,
that no such repeal or amendment shall limit the right to indemnification
conferred in this Article for liability for acts or omissions which occurred
prior to the time of such repeal or amendment.
Section 4. If the Corporation indemnifies or advances expenses to a
director under this Article, the Corporation shall, if required by Section 79-
4-16.21(a) of the Mississippi Code of 1972, as amended, report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholder meeting.
Article VII. Dividends and Finance.
Section 1. Dividends may be declared from time to time by resolution of
the Board of Directors; but no dividends shall be paid if, after giving them
effect, (a) the corporation would not be able to pay its debts as they become
due in the usual course of business; or (b) the corporation's total assets
would be less than the sum of its total liabilities plus (unless the Articles
of Incorporation permit otherwise) the amount that would be needed, if the
corporation were to be dissolved at the time of the distribution, to satisfy
the preferential rights upon dissolution of stockholders whose preferential
rights are superior to those receiving the distribution.
Section 2. The funds of the corporation shall be deposited in those
depository institutions designated by the Board of Directors, and such funds
may be withdrawn upon the check or demand of either the Chairman of the Board,
the President, the Vice President(s), the Secretary or the Treasurer or by
authority granted to some other individual by the Chairman of the Board, the
Vice Chairman of the Board, or the President or the Executive Vice President
(if any) and one other officer of the corporation by appropriate notice
directed to any such banking institution or trust company.
Article VIII. Contracts and Loans.
The Board of Directors may authorize any officer or officers, and any
agent or agents to enter into any contract, make any loan or execute and
deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to a specific instance.
Article IX. Fiscal Year.
The fiscal year of the corporation shall end on the 31st day of October
in each year.
Article X. Corporate Seal.
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the state of incorporation and the words "Corporate Seal." The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
Article XI. Waiver of Notice.
Whenever any notice is required to be given to any stockholder or
director of the corporation under the provisions of these By-laws or under the
provisions of the Articles of Incorporation or under the provisions of the
Mississippi Business Corporation Act, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after the
date and time stated in the notice, and filed with the minutes or corporate
records, shall be equivalent to the giving of such notice.
Article XII. Transfer Agent.
The Board of Directors shall be authorized, in its discretion, to
contract with and employ a securities transfer agent, either within or without
the State of Mississippi for the general purposes of issuing and cancelling
stock and other security certificates of the corporation, of transfer
processing and of other related security services. The services of any
security transfer agent, for which the Board may contract, may include, but
not be limited to, all security processing, stockholder record-keeping,
election processing, dividend payment, dividend reinvestment, tax information,
notices and proxies, securities regulation reporting, and corporate
reorganization work related to securities. Any transfer agent, if employed,
shall be authorized and empowered to affix official signatures and the seal of
the corporation to stock and other security certificates by facsimile and to
sign on its behalf any and all stock and other security certificates issued by
the corporation.
Article XIII. Amendments.
These By-laws may be altered, amended or repealed or new By-laws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors. Any alteration, amendment or repeal of, or any addition
to, these By-laws which affects classes of directors, the filling of vacancies
on the Board of Directors, the removal of directors, super majority voting
requirements, cumulative voting and classes of stock including preferences,
limitations and relative rights thereof shall require an affirmative vote of
two-thirds (2/3) or more of all the directors in office when the action is
taken; provided that such two-thirds (2/3) vote shall not be required for any
such alteration, amendment or repeal of, or any addition to, these By-laws at
a time when no person, corporation or entity, other than a member of the
Sanderson Family (as such term is defined in Article NINTH of the Articles of
Incorporation), beneficially owns (as such term is defined in Article NINTH of
the Articles of Incorporation) 20% or more of the outstanding shares of Common
Stock of the corporation or 20% or more of the total voting power of the
corporation entitled to vote on any such matter at a meeting of stockholders.