BYLAWS
OF CONAGRA FOODS, INC.
ARTICLE I
OFFICES
Section 1. Principal Executive Office. The principal executive office of
ConAgra Foods, Inc. (ConAgra) shall be located in the City of Omaha, County of
Douglas, State of Nebraska. ConAgra may have such other offices as the Board of
Directors may designate or as the business of ConAgra may require from time to
time.
Section 2. Principal Place of Business. The principal place of business may
be, but need not be, identical with the location of the principal executive
office. The resident agent of ConAgra shall be as designated in the Certificate
of Incorporation of ConAgra (the "Certificate of Incorporation").
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings. The annual meeting of the stockholders shall be
held on a date and at an hour determined by the Board of Directors for the
purpose of electing officers and for the transaction of such other business as
may properly come before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may be called at any time by the Chairman of the Board or
the Chief Executive Officer of ConAgra or by a majority of the entire Board of
Directors of ConAgra.
Section 3. Place of Meeting. The Board of Directors may designate Omaha,
Douglas County, Nebraska, or such other place, either within or without the
State of Nebraska, as the place of meeting for any annual meeting or any special
meeting.
Section 4. Notice of Meeting. Unless otherwise required by law, the
Certificate of Incorporation or these Bylaws, notice of a meeting of
stockholders stating the place, date, and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given not less than ten nor more than sixty days before the date of the
meeting by or at the direction of the Chairman of the Board, Chairman of the
Executive Committee, or the Chief Executive Officer, or the Secretary, to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at the address listed on the stock transfer books
of ConAgra with postage prepaid. ConAgra need not send notices to stockholders
for whom ConAgra has no current address, and action taken without notice to such
persons has the same force and effect as if notice had been given to them.
ConAgra shall be deemed to have no current stockholder address when (1) notice
of 2 consecutive annual meetings, and all notices of meetings or of the taking
of action by written consent without a meeting to such person during the period
between such 2 consecutive annual meetings, or (2) all, and at least 2, payments
(if sent by first-class mail) of dividends or interest on securities during a
12-month period, have been mailed addressed to such person at such person's
address as shown on the records of ConAgra and have been returned undeliverable.
If any such person shall deliver to ConAgra a written notice setting forth such
person's then current address, the requirement that notice be given to such
person shall be reinstated. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the notice of meeting. Any previously scheduled meeting of the stockholders
may be postponed, and (unless the Certificate of Incorporation otherwise
provides) any special meeting of the stockholders may be cancelled, by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders.
Section 5. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date: (1) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty nor less than ten days before the date of such meeting; and (2) in the
case of any other action, shall not be more than sixty days prior to such other
action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held; and (2) the record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer ledger for shares of ConAgra shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be opened to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting in accordance with applicable
law. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present. The original or duplicate stock ledger shall be the only
evidence detailing stockholders who are entitled to examine such list or to vote
in person or by proxy at such election.
Section 7. Quorum. A majority of the outstanding shares of ConAgra entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If less than a majority of the outstanding shares are
represented at a meeting, the Chairman or a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 8. Proxies; Voting. At all meetings of stockholders, a stockholder
may vote by proxy. Such proxy shall be filed with the Secretary of ConAgra at or
prior to the time of such meeting. Unless otherwise provided in the proxy, it
shall be valid from the date of its execution until three years after its date
of execution. At all meetings of stockholders for the election of directors a
plurality of the votes cast shall be sufficient to elect the directors. All
other elections and questions shall, unless otherwise provided by the
Certificate of Incorporation, these By-Laws, the rules or regulations of any
stock exchange applicable to ConAgra, as otherwise provided by law or pursuant
to any regulation applicable to ConAgra or its securities, be decided by the
affirmative vote of the holders of a majority of the shares of stock of ConAgra
which are present in person or by proxy and entitled to vote thereon.
Section 9. Voting of Shares by Certain Holders. Shares standing in the name
of another corporation may be voted by such corporation's duly authorized
officer, agent, or proxy as the By-Laws of such corporation may prescribe, or,
in the absence of such provision, as the Board of Directors of such corporation
may determine.
Shares held by an administrator, executor, guardian, conservator, or other
fiduciary may be voted by such person, either in person or by proxy, without a
transfer of such shares into the name of such person. Shares standing in the
name of a trustee may be voted by such trustee, either in person or by proxy,
but no trustee shall be entitled to vote such shares held without a transfer of
such shares into his name, as trustee.
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 to do so is
contained in an appropriate order of the court.
Persons whose stock is pledged shall be entitled to vote, unless the
pledgor has effected the transfer on the books of ConAgra and has expressly
empowered the pledgee to vote thereon, in which case only the pledgee or his
proxy may represent such stock and vote thereon.
Shares of its own stock belonging to ConAgra or to another corporation, if
a majority of the shares entitled to vote in the election of directors of such
other corporation is held, directly or indirectly, by ConAgra, shall neither be
entitled to vote nor be accounted for quorum purposes; provided, however, that
the foregoing shall not limit the right of ConAgra or any subsidiary of ConAgra
to vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity.
Section 10. Notice of Stockholder Business. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the Board of Directors or (b)
by any stockholder of ConAgra who was a stockholder of record at the time of
giving of notice provided for in Section 4, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
10. For business to be properly brought before an annual meeting by a
stockholder, a stockholder must have given timely notice thereof in writing to
the Secretary of ConAgra and such business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of ConAgra, not less than
90 nor more than 120 days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event the date of the annual
meeting is advanced by more than 30 days, or delayed by more than 60 days, from
such anniversary date, notice by the stockholder to be timely must be so
delivered or mailed and received not earlier than the 120th day prior to such
annual meeting and not later than the close of business on the later of the 90th
day prior to such annual meeting or the tenth day following the date on which
public announcement of the date of such meeting is first made. In no event shall
the public announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a
stockholders notice as described above. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a description of the business desired to be brought before
the annual meeting, the text of the proposal or business (including the text of
any resolutions proposed for consideration and in the event that such business
includes a proposal to amend the By-Laws of ConAgra, the language of the
proposed amendment), and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on ConAgra's books, of the
stockholder proposing such business, and the name and address of the beneficial
owner, if any, on whose behalf the proposal is made, (c) the class and number of
shares of ConAgra which are owned of record and beneficially by the stockholder
and beneficial owner, if any, (d) any material interest of the stockholder and
beneficial owner, if any, in such business, (e) a representation that the
stockholder is a holder of record of stock of ConAgra entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to propose
such business and (f) a representation whether the stockholder or the beneficial
owner, if any, intends or is part of a group which intends to (i) deliver a
proxy statement and/or form of proxy to holders of at least the percentage of
ConAgra's outstanding capital stock required to approve or adopt the proposal
and/or (ii) otherwise solicit proxies from stockholders in support of such
proposal. Notwithstanding anything in the By-Laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 10. The Chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 10, and if such person should so determine, such person shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted.
Section 11. Notice of Stockholder Nominees at an Annual Meeting. Only
persons who are nominated in accordance with the procedures set forth in these
By-Laws shall be eligible for election as directors. Nominations of persons for
election to the Board of Directors of ConAgra may be made at an annual meeting
of stockholders (a) by or at the direction of the Board of Directors or (b) by
any stockholder of ConAgra who was a stockholder of record at the time of giving
of notice provided for in Section 4, who is entitled to vote at the annual
meeting and entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 11. For
nominations to be properly brought at an annual meeting by a stockholder, a
stockholder must have given timely notice in writing to the Secretary of
ConAgra. To be timely, a stockholders notice shall be delivered to or mailed and
received at the principal executive offices of ConAgra not less than 90 nor more
than 120 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event the date of the annual meeting is
advanced by more than 30 days, or delayed by more than 60 days, from such
anniversary date, notice by the stockholder to be timely must be so delivered or
mailed and received not earlier than the 120th day prior to such annual meeting
and not later than the close of business on the later of the 90th day prior to
such annual meeting or the tenth day following the date on which public
announcement of the date of such meeting is first made. In no event shall the
public announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or re-election as a director, all information relating to such person
that is required to be disclose in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such persons written consent to be named as a nominee and to serving
as the director if elected); and (b) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination is made, (i) the
name and address, as they appear on ConAgra's books, of such stockholder and the
name and address of the beneficial owner, if any, on whose behalf the nomination
is made (ii) the class and number of shares of ConAgra which are owned of record
and beneficially by such stockholder and beneficial owner, if any, (iii) a
representation that the stockholder is a holder of record of stock of ConAgra
entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to propose such nomination, and (iv) a representation whether the
stockholder or the beneficial owner, if any, intends or is part of a group which
intends to (a) deliver a proxy statement and/or form of proxy to holders of at
least the percentage of ConAgra s outstanding capital stock required to elect
the nominee and/or (b) otherwise solicit proxies from stockholders in support of
such nomination. At the request of the Board of Directors any person nominated
by a stockholder for election as a director shall furnish to the Secretary of
ConAgra that information required to be set forth in a stockholders notice of
nomination which pertains to the nominee. No person shall be eligible for
election as a director of ConAgra unless nominated in accordance with the
procedures set forth in the By-Laws. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that a nomination was not
made in accordance with the procedures prescribed by the By-Laws, and if such
person should so determine, such person shall so declare to the meeting and the
defective nomination shall be disregarded.
Section 12. Notice of Stockholder Nominees at a Special Meeting. Only such
business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to ConAgra's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of stockholders at which directors are to be elected pursuant to
ConAgra's notice of meeting (a) by or at the direction of the Board of Directors
or (b) provided that the Board of Directors has determined that directors shall
be elected at such meeting, by any stockholder of ConAgra who is a stockholder
of record at the time of giving of notice provided for in Section 4, who shall
be entitled to vote at the special meeting and who complies with the notice
procedures set forth in Section 11. In the event ConAgra calls a special meeting
of stockholders for the purpose of electing one or more directors to the Board
of Directors, any such stockholder may nominate a person or persons (as the case
may be), for election to such position(s) as specified in ConAgra's notice of
meeting, if the stockholder's notice required by Section 11 shall be delivered
to the Secretary at the principal executive offices of ConAgra not earlier than
the close of business on the 120th day prior to such special meeting and not
later than the close of business on the later of the 90th day prior to such
special meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment or postponement of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.
Notwithstanding the foregoing provisions of Sections 10, 11 and 12, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in Sections 10, 11 and 12.
Section 13. Inspectors of Elections. The Board of Directors by resolution
shall appoint one or more inspectors, which inspector or inspectors may include
individuals who serve ConAgra in other capacities, including, without
limitation, as officers, employees, agents or representatives, to act at the
meetings of stockholders and make a written report thereof. One or more persons
may be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate has been appointed to act or is able to act at
a meeting of stockholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall have the duties prescribed by law.
Section 14. Conduct of Meetings. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts, as in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
corporation, their duly authorized and constituted proxies or such other persons
as the presiding person of the meeting shall determine; (iv) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of ConAgra shall be
managed by or under the direction of its Board of Directors. In addition to the
powers and authorities by these By-Laws expressly conferred upon them, the Board
of Directors may exercise all such powers of ConAgra and do all such lawful acts
and things as are not by statute or by the Certificate of Incorporation or by
these By-Laws required to be exercised or done by the stockholders.
Section 2. Number, Tenure and Qualifications. The number of directors of
ConAgra, not less than nine nor more than sixteen, shall be fixed by resolution
of the Board of Directors and may be altered from time to time by a resolution
of the Board of Directors. Directors need not be residents of the State of
Delaware or stockholders of ConAgra. Until the annual election of directors by
the stockholders in 2008, the directors shall be divided into three classes:
Class I, Class II and Class III, each such class, as nearly as possible, to have
the same number of directors. The term of office of the class of directors
elected in 2003 shall expire at the annual election of directors by the
stockholders in 2006, the term of office of the class of directors elected in
2004 shall expire at the annual election of directors by the stockholders in
2007, and the term of office of the class of directors elected in 2005 shall
expire at the annual election of directors by the stockholders in 2008, or in
each case thereafter when their respective successors are elected by the
stockholders and qualify. At each annual election of directors by the
stockholders of ConAgra held after 2005, the directors chosen to succeed those
whose terms are then expired shall be elected by the stockholders of ConAgra for
a term ending at the annual election of directors by the stockholders following
the annual election of directors by the stockholders at which the director was
elected, or thereafter when their respective successors in each case are elected
by the stockholders and qualify. Commencing with the annual election of
directors by the stockholder in 2008, the classification of the Board of
Directors shall terminate and all directors shall be of one class. It shall be a
qualification for initial election of a person to the Board of Directors that
such person shall have executed an insider trading agreement with the company,
such agreement to become effective upon such person's election to the Board of
Directors. It shall be a qualification for reelection of any director to the
Board of Directors that such director, while a director, shall have at all times
after April 10, 2002 been a signatory to and have been in full compliance with
an insider trading agreement with the company. As used in the two preceding
sentences, "insider trading agreement' shall mean an agreement, in such form as
shall be approved from time to time by the Board of Directors, relating to the
purchase or other acquisition, and the sale or other disposition, of securities
of the company by directors of the company.
Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held on the same date as the annual meeting of stockholders. Three or
more other regular meetings of the Board of Directors shall be held during the
year with such meetings on dates approved by a majority of the Board of
Directors. The Chairman of the Board or the Chief Executive Officer or the
Secretary shall designate the time and place of such meeting by notice to each
director at least ten days before the meeting. In the event meeting dates are
not approved by a majority of the Board of Directors, regular meetings shall be
held on the third Thursday of January, May, July and September. Meetings of the
Board of Directors may be held either within or without the State of Delaware.
The Board of Directors may provide, by resolution, the time and place, either
within or without the State of Delaware, for the holding of the regular meetings
or additional regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board, Chairman of the
Executive Committee, Chief Executive Officer, or a majority of the Board of
Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the Board of Directors
called by them.
Section 5. Notice. Notice shall be given three days in advance of any
special meeting of the Board of Directors, or in emergency situations designated
by the Chairman of the Board, Chairman of the Executive Committee, or the Chief
Executive Officer, 12 hours' notice of a special meeting of the Board of
Directors may be given, by telegram, telephone, personal delivery, telecopier or
other means of electronic transmission. Notices of other meetings of the Board
of Directors may be given by mail or may (and, if three or fewer days notice is
given, shall) be given by telegram, telephone, personal delivery, telecopier or
other means of electronic transmission. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail so addressed, with
postage prepaid. If notice is given by telegram, such notice shall be deemed to
be delivered when transmitted. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such
meeting.
Section 6. Quorum. A majority of the number of directors fixed in
accordance with Section 2 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time to time without further notice.
Section 7. Manner of Acting. Except as otherwise required by applicable
law, the act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. Any action
required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or electronic transmissions delivered by all members
of the Board of Directors, and such written consent or electronic transmissions
are filed with the minutes of the proceedings of the Board of Directors. A
consent in lieu of meeting may be made either by one consent signed by all the
directors or by individual consents signed by each director. The directors may
also meet by means of conference telephone or other communications equipment as
provided by Delaware law.
Section 8. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors shall be filled by a
majority of the directors then in office, although less than a quorum. Directors
so chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of office of the class to which they have been
elected expires and until such directors successor shall have been duly elected
and qualified. No decrease in the number of authorized directors constituting
the full Board of Directors shall shorten the term of any incumbent director.
Section 9. Compensation. By resolution of the Board of Directors, the
directors may be paid expenses, if any, for attendance at each meeting of the
Board of Directors. In addition, by resolution of the Board of Directors, each
director may be paid an annual retainer fee and committee fees for services as
director and may also receive a fee for attendance at regular or special
meetings of the Board of Directors. No such payment shall preclude any director
from serving ConAgra in any other capacity and receiving compensation therefor.
Section 10. Directors' Executive Committee. An Executive Committee of three
or more directors may be designated by resolution passed by a majority of the
Board of Directors. The Board of Directors shall designate one director as
chairman of the committee, and may designate one or more directors as alternate
members of the committee who may replace any absent or disqualified member at
any meeting of the committee. During the intervals between meetings of the Board
of Directors, the committee shall advise and aid the officers of ConAgra in all
matters concerning its interests and the management of its business, and
generally perform such duties as may be directed by the Board of Directors from
time to time. The committee shall possess and may exercise all the powers of the
Board of Directors while the Board of Directors is not in session, but
specifically shall not have the authority of the Board of Directors in reference
to:
1. Amending the Certificate of Incorporation.
2. Adopting a plan of merger or consolidation.
3. Recommending to the stockholders the sale, lease, exchange, mortgage,
pledge or other disposition of all or substantially all the property and
assets of ConAgra.
4. Recommending to the stockholders a voluntary dissolution of ConAgra or a
revocation thereof.
5. Amending the By-Laws of ConAgra.
6. Any power which has been delegated to other committees in accordance with
these By-Laws.
7. Electing any director or electing or removing any member of the Executive
Committee or any principal officer, or
8. Declaring any dividend or authorizing any distribution on any shares of
capital stock of ConAgra.
Section 11. Human Resources Committee. A Human Resources Committee shall be
designated by a resolution passed by a majority of the Board of Directors. The
Board of Directors shall appoint one of the Committee members to serve as
Chairman.
Section 12. Audit Committee. An Audit Committee shall be designated by a
resolution passed by a majority of the Board of Directors. The Board of
Directors shall appoint one of the Committee members to serve as Chairman.
Section 13. Other Committees. One or more other Board of Directors'
committee members and chairman thereof may be designated by resolution passed by
a majority of the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. Number and Status. The Board of Directors will elect a chairman
of the Board of Directors, may elect a vice-chairman of the Board of Directors,
and may elect such honorary (non-voting) directors as deemed advisable. The
elected officers of ConAgra shall consist of the Chief Executive Officer (CEO)
who shall also carry the legal title of president; one or more elected corporate
Vice Presidents (the number thereof to be determined by the CEO); a Secretary;
and may include a Chief Operating Officer. The CEO shall be nominated and
elected by the Board of Directors. Other elected officers shall be nominated by
the CEO and elected by a majority of the Board of Directors. Other corporate
officers, including a Treasurer, and assistant corporate officers as may be
deemed necessary by the CEO, may be appointed by the CEO and shall be confirmed
by the Board of Directors. The CEO may also designate as many operating company
officers as the CEO deems necessary to manage operating units of ConAgra;
authority of such operating company officers shall relate only to businesses for
which they have been assigned responsibility. No authority granted to such
operating company officers shall conflict with authorities granted by these
By-Laws or by resolutions of the Board of Directors.
Section 2. Election and Term of Office. The officers of ConAgra to be
elected or confirmed by a majority of the Board of Directors shall be elected
and confirmed annually at a meeting of the Board of Directors. Each officer
shall hold office until the officer's death, or resignation, or removal in the
manner hereinafter provided.
Section 3. Removal. Officers elected by the Board of Directors may be
removed at any time by a majority vote of the Board of Directors, or by the CEO
with such action to be affirmed by a majority vote of the Board of Directors.
Appointed corporate and operating company officers may be removed from office by
the CEO or any officer designated by the CEO to have such authority. The
acceptance of office by an officer shall constitute acceptance of this
provision.
Section 4. Vacancies. A vacancy in any elected office because of death,
resignation, removal, disqualification or otherwise, shall be filled by a
majority vote of the Board of Directors for the unexpired portion of the term.
The CEO may fill vacancies of appointed corporate and operating company
officers.
Section 5. Chairman of the Board of Directors. The chairman of the Board of
Directors shall preside at all meetings of stockholders and the Board of
Directors, and shall have such other duties as may be assigned by resolution of
the Board of Directors.
Section 6. Vice Chairman of the Board of Directors. The vice chairman of
the Board of Directors, if any, may preside at meetings of the Board of
Directors in the absence of the chairman of the Board of Directors and the CEO,
and shall have such other duties as may be assigned by resolution of the Board
of Directors.
Section 7. Chief Executive Officer (CEO). Subject to the authority of the
Board of Directors, the Chief Executive Officer (who shall also carry the legal
title of president) shall be the highest ranking management officer of ConAgra,
lead its business affairs and perform all duties incident to the office of chief
executive. The CEO shall preside at all meetings of the stockholders and of the
Board of Directors in the absence of the chairman of the Board of Directors. The
CEO (as president) may sign with the Secretary or any other elected officer,
certificates for shares of ConAgra; and may sign (or authorize a designee to
sign) deeds, mortgages, bonds, contracts, or other instruments within authority
granted by the Board of Directors (except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these By-Laws to some other officer or agent of ConAgra). The CEO shall assign
job duties, responsibilities, and authorities to other officers of ConAgra, or
designate others to do so. In the event of the CEO's inability to serve, CEO
duties shall be temporarily fulfilled, pending action by the Board of Directors,
first by the Chairman of the Board, or next in line by the Chairman of the
Executive Committee, or next by the Chairman of the Audit Committee, or next by
the Chairman of the Compensation Committee.
Section 8. Corporate Vice Presidents. Any elected Vice President may sign,
with the Secretary or Assistant Secretary, certificates for shares of ConAgra.
Each ConAgra vice president shall perform such duties and have such
responsibility and authority as from time to time may be assigned by the CEO, an
officer so authorized by the CEO.
Section 9. The Secretary. The Secretary shall: (a) keep the minutes of the
stockholders' meetings and of the Board of Directors' meetings; (b) see that all
notices are fully given in accordance with the provisions of these By-Laws or
required by law; (c) be custodian of ConAgra minutes and of the seal of ConAgra;
(d) sign certificates for shares of ConAgra, the issuance of which shall have
been authorized by resolution of the Board of Directors; (e) supervise
activities of transfer agents and registrars; and (f) in general perform duties
incident to the office of the Secretary as from time to time may be assigned by
the CEO or the Board of Directors.
Section 10. The Treasurer. The Treasurer shall perform duties incident to
the office of the Treasurer in accordance with these By-Laws, and shall perform
such other duties as, from time to time, may be assigned by the CEO, Board of
Directors, or officer to whom the Treasurer reports.
Section 11. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or Treasurer, respectively, by the CEO or by
the Board of Directors.
Section 12. Salaries. The salaries of the elected and confirmed officers
shall be fixed from time to time by the Board of Directors or by those so
authorized by the Board of Directors. No officer shall be prevented from
receiving a salary by reason of the fact that such person is also a director of
ConAgra.
ARTICLE V
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, or agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of ConAgra, and such authority may
be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of ConAgra and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts, other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of ConAgra shall be executed on behalf of ConAgra only by those who are
authorized by the Board of Directors or by those whom the Board may designate to
give such authorization. Such authorization may be general or confined to
specific instances.
Section 4. Deposits. All funds of ConAgra not otherwise employed shall be
deposited to the credit of ConAgra in banks, trust companies, or other
depositaries, approved in accordance with resolutions of the Board of Directors.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
ConAgra shall be in such form as shall be determined by the Board of Directors.
Such certificates shall be signed by the Chairman, President, or a Corporate
Vice President and by the Secretary or an Assistant Secretary, except that the
signatures of any such Chairman, President, Corporate Vice President, Secretary
or Assistant Secretary may be facsimiles, engraved or printed. All certificates
for shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of ConAgra. All certificates surrendered to ConAgra, or its agent, for
transfer shall be canceled and a new certificate shall be issued only after the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed, or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to ConAgra as the
Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of ConAgra shall be made
only on the stock transfer books of ConAgra by the holder of record thereof or
by his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney authorized by power of attorney duly executed and
filed with the transfer agent of ConAgra, and on surrender for cancellation of
the certificate for such shares. To the fullest extent permitted by law, the
person in whose name shares stand on the books of ConAgra shall be deemed by
ConAgra to be the owner thereof for all purposes.
Section 3. Charge for Certificates. ConAgra may invoke a charge
approximately equal to the cost of issuing a stock certificate for each
certificate of stock to be issued or reissued in excess of the minimum number of
certificates required, if the number of certificates requested by a stockholder
is deemed by the Secretary to be unreasonable.
ARTICLE VII
INDEMNIFICATION AND ADVANCEMENT
Section 1. Actions by Others. ConAgra shall indemnify any person who was or
is a party to or is threatened to be made a party to any threatened, pending or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of ConAgra) by reason
of the fact that such person is or was a director, officer, employee or agent of
ConAgra, or is or was serving at the request of ConAgra as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of ConAgra, and, with respect to any criminal
action or proceedings, had no reasonable cause to believe the conduct was
criminal. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interest of ConAgra, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that the conduct was
criminal.
Section 2. Actions by or in the Right of ConAgra. ConAgra shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of ConAgra to
procure a judgment in its favor by reason of the fact that such person is or was
a director, officer, employee or agent of ConAgra, or is or was serving at the
request of ConAgra, as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such action or suit if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of ConAgra and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to ConAgra unless and
only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Delaware Court of Chancery or such other court shall deem proper.
Section 3. Successful Defense. To the extent that a director, officer,
employee or agent of ConAgra has been successful on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, in
defense of any action, suit or proceeding referred to in Sections 1 and 2 of
this Article, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.
Section 4. Specific Authorization. Any indemnification under Section 1 and
2 of this Article (unless ordered by a court) shall be made by ConAgra only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in said Sections 1
and 2. Such determination shall be made, with respect to a person who is a
director, officer, employee or agent at the time of such determination (1) by a
majority vote of directors who were not parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) by the stockholders.
Section 5. Advance of Expenses. Expenses incurred by an elected officer or
director in defending a civil or criminal action, suit or proceeding shall be
paid by ConAgra in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
elected officer to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by ConAgra as authorized in this
Article. Such expenses incurred by other officers, employees and agents may be
so paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
Section 6. Right of Indemnity Not Exclusive. The indemnification and
advancement of expenses provided by or granted pursuant to the Certificate of
Incorporation or these By-Laws shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
Section 7. Insurance. ConAgra may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of ConAgra,
or is or was serving at the request of ConAgra as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such persons status as such,
whether or not ConAgra would have the power to indemnify such person against
such liability under the provisions of this Article, Section 145 of the General
Corporation Law of the State of Delaware, or otherwise.
Section 8. Employee Benefit Plans. For purposes of this Article, references
to "other enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of ConAgra"
shall include any service as a director, officer, employee or agent of ConAgra
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of ConAgra" as referred to in this Article.
Section 9. Invalidity of any Provisions of this Article. The invalidity or
unenforceability of any provisions of this Article shall not affect the validity
or enforceability of the remaining provisions of this Article.
Section 10. Continuation of Indemnification. The indemnification and
advancement of expenses, to the extent provided by or granted pursuant to this
Article, these By-Laws, or the Certificate of Incorporation shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.
All rights to indemnification provided by or granted pursuant to this Article,
these By-Laws, or the Certificate of Incorporation shall be deemed to be a
contract between ConAgra and each director, officer, employee, or agent of
ConAgra who serves or served in such capacity at any time while this Article VII
is in effect. Any repeal or modification of this Article VII shall not in any
way diminish any rights to indemnification of such directors, officer, employee
or agent, or the obligations of ConAgra arising hereunder in respect to any act
or omission occurring prior to the time of such repeal or modification.
Section 11. Certain Claims. Notwithstanding Section 1 and Section 2 of this
Article VII, ConAgra shall be required to indemnify a person described in the
first sentence of Section 1 or Section 2 of this Article VII in connection with
an action, suit or proceeding (or part thereof) commenced by such a person only
if the commencement of such proceeding (or part thereof) by such person was
authorized by the Board of Directors.
ARTICLE VIII
FISCAL YEAR
The fiscal year of ConAgra shall end on the last Sunday in May.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and ConAgra may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law and its Certificate of Incorporation.
ARTICLE X
SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of ConAgra Foods,
Inc. on the outer edge, and the words, "Corporate Seal," in the center.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given to any stockholder or director
of ConAgra under the provisions of these By-Laws or under the provisions of the
Certificate of Incorporation or under the provisions of the laws of Delaware, a
waiver thereof given by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XII
AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-Laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.