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EXHIBIT 3(ii)
CAMPBELL SOUP COMPANY
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BY-LAWS
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EFFECTIVE NOVEMBER 21, 1996
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CAMPBELL SOUP COMPANY
BY-LAWS
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ARTICLE I.
Stockholders
Section 1. The annual meeting of the stockholders of the Corporation
shall be held at the principal office of the Corporation in New Jersey, or at
such other place, within or without New Jersey, as may from time to time be
designated by the Board of Directors and stated in the notice of the meeting,
on the third Thursday in November in each year (or if said day be a legal
holiday, then on the next succeeding day, not earlier than the following
Tuesday, not a legal holiday), at such time as may be fixed by the Board of
Directors, for the purpose of electing directors of the Corporation, and for
the transaction of such other business as may properly be brought before the
meeting.
Section 2. Special meetings of the stockholders shall be held at the
principal office of the Corporation in New Jersey, or at such other place,
within or without New Jersey, as may from time to time be designated by the
Board of Directors and stated in the notice of the meeting, upon the call of
the Chairman of the Board or of the President, or upon the call of a majority
of the members of the Board of Directors, and shall be called upon the written
request of stockholders of record holding a majority of the capital stock of
the Corporation issued and outstanding and entitled to vote at such meeting.
Section 3. Notice of the time and place of every meeting of
stockholders shall be delivered personally or mailed at least ten but not more
than sixty calendar days before the meeting to each stockholder of record
entitled to vote at the meeting.
Section 4. The holders of record of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders. If there be no such quorum present, the holders
of a majority of such shares so present or represented may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
such quorum shall have been obtained, when any business may be transacted which
might have been transacted at the meeting as first convened, had there been a
quorum. Once a quorum is established, the stockholders present in person or by
proxy may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
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Section 5. The Board of Directors shall in advance of each meeting of
stockholders appoint one or more inspectors of election, to act unless the
performance of the inspector's function shall be unanimously waived by the
stockholders present in person or represented by proxy at such meeting. Each
inspector, before entering upon the discharge of his duties, shall first take
and subscribe an oath or affirmation to execute the duties of inspector as
prescribed by law at such meeting with strict impartiality and according to the
best of his ability. The inspector or inspectors shall take charge of the polls
and shall make a certificate of the results of the vote taken. No director or
candidate for the office of director shall be appointed as such inspector.
Section 6. All meetings of the stockholders shall be presided over by
the Chairman of the Board, or if he shall not be present, by the Vice Chairman
of the Board. If neither the Chairman of the Board nor the Vice Chairman of
the Board shall be present, such meeting shall be presided over by the
President. If none of the Chairman of the Board, the Vice Chairman of the Board
and the President shall be present, such meeting shall be presided over by a
Vice President, or if none shall be present, then by a Chairman to be elected
by the holders of a majority of the shares present or represented at the
meeting.
The Secretary of the Corporation, or if he is not present, an
Assistant Secretary of the Corporation, if present, shall act as secretary of
the meeting. If neither the Secretary nor an Assistant Secretary is present,
then the Chairman shall appoint a Secretary of the meeting.
Section 7. The Board of Directors shall fix in advance a date, not
exceeding sixty nor less than ten calendar days preceding the date of any
meeting of the stockholders or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of stock shall go into effect, as a record date for the determination
of the stockholders entitled to notice of and to vote at any such meeting, or
entitled to receive payment of any such dividend, or any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of stock, and in such case only stockholders of record on the date so
fixed shall be entitled to such notice of and to vote at such meeting, or to
receive payment of such dividend, or allotment of rights, or exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.
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ARTICLE II.
Directors
Section 1. The business and property of the Corporation shall be
managed and controlled by a board of fifteen directors. This number may be
changed from time to time by amendment of these By-Laws, but the term of office
of no director shall be shortened after his or her election by reduction in the
number of directors.
Upon election each director shall be the holder of at least one
hundred shares of the Corporation's capital stock. Within one year of
election, each director shall be the holder of at least one thousand shares of
capital stock and within three years of election shall be the holder of at
least three thousand shares of capital stock. In the event the number of shares
of capital stock is increased at any time after January 28, 1993, by a stock
split, stock dividend, or by any other extraordinary distribution of shares,
the above share ownership requirements shall be proportionately adjusted. The
director, upon ceasing to hold the required number of shares, shall cease to be
a director.
The directors shall hold office until the next annual meeting of the
stockholders and until their successors are elected and shall have qualified.
Section 2. Regular meetings of the Board of Directors shall be held
at such times and at such places as may from time to time be fixed by
resolution of the Board of Directors. Special meetings of the Board of
Directors may be held at any time upon call of the Chairman of the Board or of
the Vice Chairman of the Board or of the President or of three directors.
Oral, telegraphic or written notice of the time and place of a special meeting
shall be duly served on, or given or sent or mailed to, each director not less
than two calendar days before the meeting. An organizational meeting of the
Board of Directors shall be held, of which no notice shall be necessary, as
soon as convenient after the annual meeting of the stockholders. Notice need
not be given of regular meetings of the Board of Directors held at the times
fixed by resolution of the Board of Directors. Meetings may be held at any time
without notice if all of the directors are present or if those not present
waive notice of the meeting in writing.
Section 3. Six members of the Board of Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall have been
obtained, when any business may be transacted which might have been transacted
at the meeting as first convened, had there been a quorum.
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Section 4. Any vacancy occurring among the directors may be filled by
the affirmative vote of a majority of the remaining members of the Board of
Directors at the time in office; provided that in case of an increase in the
number of directors pursuant to an amendment to these By-Laws made by the
stockholders, the stockholders may fill the vacancy or vacancies so created at
the meeting at which such amendment is effected or may authorize the Board of
Directors to fill such vacancy or vacancies.
Section 5. The Board of Directors, by an affirmative vote of a
majority of the members of the Board of Directors at the time in office, may
appoint an Executive Committee to consist of such directors as the Board of
Directors may from time to time determine. The Executive Committee shall have
and may exercise, when the Board of Directors is not in session, all of the
powers vested in the Board of Directors, except as otherwise provided by law.
The Board of Directors shall have the power at any time to fill vacancies in,
to change the membership of, or to dissolve, the Executive Committee. The
Executive Committee may make rules for the conduct of its business and may
appoint such committees and assistants as it shall from time to time deem
necessary, unless the Board of Directors shall otherwise provide. A majority
of the members of the Executive Committee at the time in office shall
constitute a quorum for the transaction of business. A record shall be kept of
all proceedings of the Executive Committee which shall be submitted to the
Board of Directors at or before the next succeeding meeting of the Board of
Directors.
Section 6. The Board of Directors may appoint one or more other
committees, to consist of such number of the directors and to have such powers
as the Board of Directors may from time to time determine. The Board of
Directors shall have power at any time to fill vacancies in, to change the
membership of, or to dissolve, any such committee. A majority of any such
committee may determine its action and fix the time and place of its meetings,
unless the Board of Directors shall otherwise provide.
Section 7. In addition to reimbursement of reasonable expenses
incurred in attending meetings or otherwise in connection with his or her
attention to the affairs of the Corporation, each director as such, as Chairman
or Vice Chairman of the Board and as a member of the Executive Committee or of
any other committee of the Board of Directors, shall be entitled to receive
such remuneration as may be fixed from time to time by the Board of Directors,
in the form either of fees for attendance at meetings of the Board of Directors
and committees thereof or annual retainers, or both; but no director who
receives a salary or other remuneration as an employee of the Corporation or
any subsidiary thereof shall receive any additional remuneration as a director
or member of any committee of the Board of Directors.
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ARTICLE III.
Officers
Section 1. The Board of Directors, at its organizational meeting or
as soon as may be after the election of directors held in each year, shall
elect one of its number Chairman of the Board and one of its number President,
and shall also elect a Secretary and a Treasurer, and from time to time may
elect or appoint one of its number Vice Chairman of the Board, one or more Vice
Presidents, a Controller, and such Assistant Secretaries, Assistant Treasurers
and other officers, agents and employees as it may deem proper. More than one
office may be held by the same person.
Section 2. The term of office of all officers shall be until the next
organizational meeting of the Board of Directors or until their respective
successors are elected and have qualified, but any officer may be removed from
office at any time by the affirmative vote of a majority of the members of the
Board of Directors at the time in office.
Any other employee of the Corporation, whether appointed by the Board
of Directors or otherwise, may be removed at any time by the Board of Directors
or by any committee or officer or employee upon whom such power of removal may
be conferred by the By-Laws or by the Board of Directors.
The Board of Directors shall have power to fill for the unexpired term
any vacancy which shall occur in any office by reason of death, resignation,
removal or otherwise.
Section 3. The Chairman of the Board shall preside at all meetings of
the stockholders and of the Board of Directors and shall perform such other
duties as shall from time to time be prescribed by the Board of Directors.
The Vice Chairman of the Board shall in the absence of the Chairman of
the Board preside at all meetings of the stockholders and of the Board of
Directors and shall perform such other duties as shall from time to time be
prescribed by the Board of Directors or the Chairman of the Board.
The President shall be the Chief Executive Officer of the Corporation
and shall perform such duties as are usually performed by that officer; he
shall, in the absence of the Chairman and Vice Chairman of the Board, preside
at all meetings of the stockholders and of the Board of Directors; and shall
perform such other duties as shall from time to time be prescribed by the Board
of Directors.
The other officers of the Corporation shall have such powers and shall
perform such duties as generally pertain to their offices respectively, as well
as such powers and duties as shall from time to time be conferred by the Board
of Directors.
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Article IV.
Indemnification of Directors and Others
Section 1. The Corporation shall indemnify to the full extent from
time to time permitted by law any present, former or future director, officer,
or employee ("Corporate Agent") made, or threatened to be made, a party to, or
a witness or other participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative,
legislative, investigative, or of any other kind, including by or in the right
of the Corporation ("Proceeding"), by reason of the fact that such person is or
was a Corporate Agent of the Corporation or any subsidiary of the Corporation
or, while serving as a Corporate Agent of the Corporation or any subsidiary of
the Corporation, serves or served another enterprise (including, without
limitation, any sole proprietorship, association, corporation, partnership,
joint venture or trust), whether or not for profit, at the request of the
Corporation as a director, officer, employee or agent thereof (including
service with respect to any employee benefit plan of the Corporation or any
subsidiary of the Corporation), against expenses (including attorneys' fees),
judgments, fines, penalties, excise taxes and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such
Proceeding or any appeal therein. No indemnification pursuant to this Article
IV shall be required with respect to any settlement or other nonadjudicated
disposition of any threatened or pending Proceeding unless the Corporation has
given its prior consent to such settlement or other disposition.
Section 2. Expenses incurred in connection with a Proceeding shall be
paid by the Corporation for any Corporate Agent of the Corporation in advance
of the final disposition of such Proceeding promptly upon receipt of an
undertaking by or on behalf of such person to repay such amount unless it shall
ultimately be determined that such person is entitled to be indemnified by the
Corporation. Such an undertaking shall not, however, be required of a nonparty
witness.
Section 3. The foregoing indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled.
Section 4. The rights provided to any person by this Article IV shall
be enforceable against the Corporation by such person, who shall be presumed to
have relied upon it in serving or continuing to serve as a Corporate Agent. No
elimination of or amendment to this Article IV shall deprive any person of
rights hereunder arising out of alleged or actual occurrences, acts or failures
to act occurring prior to such elimination or amendment. The rights provided
to any person by this Article IV shall inure to the benefit of such person's
legal representative and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article IV, whether arising from acts or
omissions occurring before or after such adoption.
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Section 5. The Corporation's Board of Directors may from time to time
delegate
(i) to a Committee of the Board of Directors of the Corporation or
to independent legal counsel the authority to determine whether a
Director or officer of the Corporation, and
(ii) to one or more officers of the Corporation the authority to
determine whether an employee of the Corporation or any subsidiary,
other than a Director or officer of the Corporation,
is entitled to indemnification or advancement of expenses pursuant to, and in
accordance with, applicable law and this Article IV, subject to such conditions
and limitations as the Board of Directors may prescribe.
ARTICLE V.
Fiscal Year
The fiscal year shall begin in each calendar year on the Monday following the
Sunday which is nearest to July 31, and shall end on the Sunday which is
nearest to July 31 of the following year.
ARTICLE VI.
Corporate Seal
The Board of Directors shall provide a suitable seal, bearing the name of the
Corporation, which seal shall be in the charge of the Secretary; provided that
the use of a facsimile of such seal is hereby authorized.
ARTICLE VII.
Amendment
The Board of Directors shall have the power to make, amend and repeal the
By-Laws of the Corporation by a vote of a majority of the members of the Board
of Directors at the time in office at any regular or special meeting of the
Board of Directors. The stockholders, by a majority of the votes cast at a
meeting of the stockholders, may adopt, alter, amend or repeal the By-Laws,
whether made by the Board of Directors or otherwise.
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