Exhibit 3.30
BY-LAWS OF
PAPETTI ELECTROHEATING CORPORATION
ARTICLE I
OFFICES
1. Registered Office and Agent. The registered office of the Corporation
in the State of New Jersey is at 277 North Broad Street, Elizabeth, New Jersey
07208.
The registered agent of the Corporation at such office is Martin B.
O'Connor, II, Esq.
2. Principal Place of Business. The principal place of business of the
Corporation is One Papetti Plaza, Elizabeth, New Jersey 07206.
3. Other Places of Business. Branch or subordinate places of business or
offices may be established at any time by the Board at any place or places where
the Corporation is qualified to do business.
ARTICLE II
SHAREHOLDERS
1. Annual Meeting. The annual meeting of shareholders shall be held upon
not less than ten (10) nor more than sixty (60) days written notice of the time,
place and purposes of the meeting at 10:00 a.m. on the 5th day of the month
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of November of each year at the Corporation's principal place of business, or at
such other time and place as shall be specified in the notice of meeting, in
order to elect directors and transact such other business as shall come before
the meeting. If that date is a legal holiday, the meeting shall be held at the
same hour on the next succeeding business day.
2. Special Meetings. A special meeting of shareholders may be called for
any purpose by the president or the Board. A special meeting shall be held upon
not less than ten (10) nor more than sixty (60) days written notice of the time,
place and purposes of the meeting.
3. Action Without Meeting. The shareholders may act without a meeting if,
prior or subsequent to such action, each shareholder who would have been
entitled to vote upon such action shall consent in writing to such action. Such
written consent or consents shall be filed in the minute book. However, owners
of nonvoting shares, if any must either consent or be notified in accordance
with N.J.S.A. l4A:5-6 in the case of mergers, consolidations or sales of
substantially all assets.
4. Quorum. The presence at a meeting in person or by proxy of the holders
of shares entitled to cast a majority of the votes shall constitute a quorum.
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ARTICLE III
BOARD OF DIRECTORS
1. Number and Term of Office. The Board shall consist of three (3) or more
members. Each director shall be elected by the shareholders at each annual
meeting and shall hold office until the next annual meeting of shareholders and
until that director's successor shall have been elected and qualified.
2. Regular Meetings. A regular meeting of the Board shall be held without
notice immediately following and at the same place as the annual shareholders'
meeting for the purposes of electing officers and conducting such other business
as may come before the meeting. The Board, by resolution, may provide for
additional regular meetings which may be held without notice, except as to
members not present at the time of the adoption of the resolution.
3. Special Meetings. A special meeting of the Board may be called at such
time by the president or by the directors for any purpose. Such meeting shall be
held upon two (2) days notice if given orally (either by telephone or in person)
or by telegraph, or upon seven (7) days notice if given by depositing the notice
in the United States mails, postage prepaid. Such notice shall specify the time
and place of the meeting.
4. Action Without Meeting. The Board may act without
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a meeting if, prior or subsequent to such action, each member of the Board shall
consent in writing to such action. Such written consent or consents shall be
filed in the minute book.
5. Quorum. A majority of the entire Board shall constitute a quorum for
the transaction of business.
6. Vacancies in Board of Directors. Any vacancy in the Board, or a vacancy
caused by an increase in the number of directors, may be filled by the
affirmative vote of a majority of the remaining directors, even though less than
a quorum of the Board, or by a sole remaining director.
ARTICLE IV
WAIVERS OF NOTICE
Any notice required by these by-laws, by the certificate of incorporation,
or by the New Jersey Business Corporation Act may be waived in writing by any
person entitled to notice. The waiver or waivers may be executed either before
or after the event with respect to which notice is waived. Each director or
shareholder attending a meeting without protesting the lack of proper notice
prior to its conclusion shall be deemed conclusively to have waived notice of
the meeting.
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ARTICLE V
OFFICERS
1. Election. At its regular meeting following the annual meeting of
shareholders, the Board shall elect a president, a treasurer, and a secretary;
and it may elect such other officers, including one or more vice presidents, as
it shall deem necessary. One person may hold two or more offices.
2. Duties and Authority of President. The president shall be chief
executive officer of the Corporation. Subject only to the authority of the
Board, he shall have general charge and supervision over, and responsibility
for, the business and affairs of the Corporation. Unless otherwise directed by
the Board, all other officers shall be subject to the authority and supervision
of the president. The president may enter into and execute in the name of the
Corporation contracts and other instruments in the regular course of business or
contracts or other instruments not in the regular course of business which are
authorized, either generally or specifically, by the Board. He shall have the
general powers and duties of management usually vested in the office of
president of a corporation.
3. Duties and Authority of Vice President. The vice president shall
perform such duties and have such authority as from time to time may be
delegated to him by the president or by
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the Board. In the absence of the president, or in the event of his death,
inability or refusal to act, the vice president shall perform the duties and be
vested with the authority of the president.
4. Duties and Authority of Treasurer. The treasurer shall have the custody
of the funds and securities of the Corporation and shall keep or cause to be
kept regular books of account for the Corporation. The treasurer shall perform
such other duties and possess such other powers as are incident to that office
or as shall be assigned by the president or the Board.
5. Duties and Authority of Secretary. The secretary shall cause notices of
all meetings to be served as prescribed in these by-laws and shall keep or cause
to be kept the minutes of all meetings of the shareholders and the Board. The
secretary shall have charge of the seal of the Corporation. The secretary shall
perform such other duties and possess such other powers as are incident to that
office or as are assigned by the president or the Board.
ARTICLE VI
AMENDMENTS TO AND EFFECT OF BY-LAWS; FISCAL YEAR
1. Force and Effect of By-Laws. These by-laws are subject to the
provisions of the New Jersey Business Corporation
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Act and the Corporation's certificate of incorporation, as the same may be
amended from time to time. If any provision in these by-laws is inconsistent
with a provision in that Act or the certificate of incorporation, the provision
of that Act or the certificate of incorporation shall govern.
2. Construction. Wherever in these by-laws references are made to more
than one (1) incorporator, director or shareholder, they shall, if this is a
sole incorporator, director or shareholder corporation, be construed to mean the
solitary person; and all provisions dealing with the quantum of majorities or
quorums shall be deemed to mean the action by the one person constituting the
Corporation.
3. Amendments to By-Laws. These by-laws may be altered, amended or
repealed by the shareholders or the Board. Any by-law adopted, amended or
repealed by the shareholders may be amended or repealed by the Board, unless the
resolution of the shareholders adopting such by-law expressly reserves to the
shareholders the right to amend or repeal it.
4. Fiscal Year. The fiscal year of the Corporation shall begin on the
first day of January of each year.
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