BY-LAWS
OF
UNITED CRAFT BREWERS, INC.
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE.
The registered office of the Corporation in the State of Delaware
shall be 1209 Orange Street, City of Wilmington, County of New Castle, State of
Delaware. The name of the registered agent is The Corporation Trust Company.
Such registered agent has a business office identical with such registered
office.
Section 2. OTHER OFFICES.
The Corporation also may have offices at such other places both within
and without the State of Delaware as the Board of Directors may from time to
time determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. STOCKHOLDER MEETINGS.
(a) TIME AND PLACE OF MEETINGS. Meetings of the stockholders shall
be held at such times and places, either within or without the State of
Delaware, as may from time to time be fixed by the Board of Directors and stated
in the notices or waivers of notice of such meetings.
(b) ANNUAL MEETING. (i) The annual meeting of the stockholders shall
be held at such date and at such time as may be designated by the Board of
Directors, for the election of directors and the transaction of such other
business properly brought before such annual meeting of the stockholders and
within the powers of the stockholders.
(ii) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual 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 brought before the meeting by or at the direction of the
Board of Directors, or (C) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than one hundred twenty (120) calendar days in advance of
the date specified in the Corporation's proxy statement released to stockholders
in connection with the previous year's annual meeting of stockholders; PROVIDED,
HOWEVER, that in the event that no annual meeting was held in the previous year
or the date of the annual meeting has been changed by more than thirty (30) days
from the date contemplated at the time of the previous year's proxy statement,
notice by the stockholder to be timely must be so received a reasonable time
before the solicitation is made. A stockholder's notice to the Secretary shall
set forth as to each matter the stockholder proposes to bring before the annual
meeting: (V) a brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (W) the name and address, as they appear on the Corporation's books,
of the stockholders proposing such business, (X) the class and number of shares
of the Corporation which are beneficially owned by the stockholder, (Y) any
material interest of the stockholder in such business and (Z) any other
information that is required to be provided by the stockholder pursuant to
Regulation 14A under the Securities Exchange Act of 1934 (the "Exchange Act"),
in his capacity as a proponent to a stockholder proposal. Notwithstanding the
foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholder's meeting,
stockholders must provide notice as required by the regulations promulgated
under the Exchange Act. Notwithstanding anything in these By-laws to the
contrary, no business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this paragraph (ii). The chairman
of the annual meeting shall, if the facts warrant, determine and declare at the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this paragraph (ii), and, if he should so
determine, he shall so declare at the meeting that any such business not
properly brought before the meeting shall not be transacted.
(iii) Only persons who are nominated in accordance with the
procedures set forth in this paragraph (iii) shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors or by any stockholder of the Corporation entitled to vote
in the election of Directors at the meeting who complies with the notice
procedures set forth in this paragraph (iii). Such nominations, other than
those made by or at the direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation in
accordance with the provisions of paragraph (ii) of this Section 1(b). Such
stockholder's notice shall set forth (A) as to each person, if any, whom the
stockholder proposes to nominate for election or re-election as a Director: (1)
the name, age, business address and residence address of such person, (2) the
principal occupation or employment of such person, (3) the class and number of
shares of the Corporation which are beneficially owned by such person, (4) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nominations are to
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be made by the stockholder and (5) any other information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Exchange Act (including without limitation such person's written
consent to being named in the proxy statement, if any, as a nominee and to
serving as a Director if elected); and (B) as to such stockholder giving notice,
the information required to be provided pursuant to paragraph (ii) of this
Section 1(b). 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 the
Corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a Director of the Corporation unless nominated in accordance
with the procedures set forth in this paragraph (iii). The chairman of the
annual meeting shall, if the facts warrant, determine and declare at the meeting
that a nomination was not made in accordance with the procedures prescribed by
these By-laws, and, if he should so determine, he shall so declare at the
meeting, and the defective nomination shall be disregarded.
(c) SPECIAL MEETINGS. Special meetings of the stockholders of the
Corporation, for any purpose or purposes, may be called at any time by the Board
of Directors pursuant to a resolution adopted by a majority of the members of
the Board of Directors then in office. Stockholders of the corporation shall
not have the right to request or call a special meeting of the stockholders.
Business transacted at any special meeting of the stockholders shall be limited
to the purposes stated in the notice of such meeting.
(d) NOTICE OF MEETINGS. Except as otherwise provided by law, the
Certificate of Incorporation or these By-laws, written notice of each meeting of
the stockholders shall be given not less than ten (10) days nor more than sixty
(60) calendar days before the date of such meeting to each stockholder entitled
to vote thereat, directed to such stockholder's address as it appears upon the
books of the Corporation, such notice to specify the place, date, hour and, in
the case of a special meeting, the purpose or purposes of such meeting. When a
meeting of the stockholders is adjourned to another time and/or place, notice
need not be given of such adjourned meeting if the time and place thereof are
announced at the meeting of the stockholders at which the adjournment is taken,
unless the adjournment is for more than thirty (30) days or unless after the
adjournment a new record date is fixed for such adjourned meeting, in which
event a notice of such adjourned meeting shall be given to each stockholder of
record entitled to vote thereat. Notice of the time, place and purpose of any
meeting of the stockholders may be waived in writing either before or after such
meeting and will be waived by any stockholder by such stockholder's attendance
thereat in person or by proxy. Any stockholder so waiving notice of such a
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given.
(e) QUORUM. Except as otherwise required by law, the Certificate of
Incorporation or these By-laws, the holders of not less than 40% of the shares
entitled to vote at any meeting of the stockholders shall constitute a quorum
and the affirmative vote of the majority of such quorum shall be deemed the act
of the stockholders. If a quorum shall fail to attend any meeting of the
stockholders, the presiding officer of such meeting may
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adjourn such meeting from time to time to another place, date or time, without
notice other than announcement at such meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting of the stockholders as originally noticed. The foregoing
notwithstanding, if a notice of any adjourned special meeting of the
stockholders is sent to all stockholders entitled to vote thereat which states
that such adjourned special meeting will be held with those present in person or
by proxy constituting a quorum, then, except as otherwise required by law, those
present at such adjourned special meeting of the stockholders shall constitute a
quorum and all matters shall be determined by a majority of the votes cast at
such special meeting.
Section 2. DETERMINATION OF STOCKHOLDERS ENTITLED TO NOTICE AND TO
VOTE.
To determine the stockholders entitled to notice of any meeting of the
stockholders or to vote thereat, the Board of Directors may fix in advance a
record date as provided in Article VII, Section 1 of these By-laws, or if no
record date is fixed by the Board of Directors, a record date shall be
determined as provided by law.
Section 3. VOTING.
(a) Except as otherwise required by law, the Certificate of
Incorporation or these By-laws, each stockholder present in person or by proxy
at a meeting of the stockholders shall be entitled to one vote for each full
share of stock registered in the name of such stockholder at the time fixed by
the Board of Directors or by law as the record date for the determination of
stockholders entitled to vote at such meeting.
(b) Every stockholder entitled to vote at a meeting of the
stockholders may do so either in person or by one or more agents authorized by a
written proxy executed by the person or such stockholder's duly authorized agent
whether by manual signature, typewriting, telegraphic transmission or otherwise.
(c) Voting may be by voice or by ballot as the presiding officer of
the meeting of the stockholders shall determine. On a vote by ballot, each
ballot shall be signed by the stockholder voting, or by such stockholder's
proxy, and shall state the number of shares voted.
(d) In advance of any meeting of the stockholders, the Board of
Directors may appoint one or more persons as inspectors of election
("Inspectors") to act at such meeting. If Inspectors are not so appointed, or if
an appointed Inspector fails to appear or fails or refuses to act at a meeting
of the stockholders, the presiding officer of any such meeting may, and at the
request of any stockholder or such stockholder's proxy shall, appoint Inspectors
at such meeting. Such Inspectors shall take charge of the ballots at such
meeting. After the balloting thereat on any question, the Inspectors shall count
the ballots cast thereon and make a written report to the secretary of such
meeting of the results thereof. An Inspector need not be a stockholder of the
Corporation and any officer of the Corporation may be an Inspector on any
question other than a vote for or against such officer's election
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to any position with the Corporation or of any other questions in which such
officer may be directly interested. If there are three Inspectors, the
determination report or certificate of two such Inspectors shall be effective as
if unanimously made by all Inspectors.
Section 4. LIST OF STOCKHOLDERS.
The officer who has charge of the stock ledger of the Corporation
shall prepare and make available, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote thereat,
arranged in alphabetical order, showing the address of and the number of shares
registered in the name of each such stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to such meeting, during
ordinary business hours, for a period of at least ten (10) days prior to such
meeting, either at a place within the city where such meeting is to be held and
which place shall be specified in the notice of such meeting, or, if not so
specified, at the place where such meeting is to be held. The list also shall
be produced and kept at the time and place of the meeting of the stockholders
during the whole time thereof, and may be inspected by any stockholder who is
present.
ARTICLE III
BOARD OF DIRECTORS
Section 1. GENERAL POWERS.
Unless otherwise provided by law, the Certificate of Incorporation or
these By-laws, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed by, the
Board of Directors.
Section 2. ELECTION OF DIRECTORS.
(a) NUMBER, QUALIFICATION AND TERM OF OFFICE. The authorized number
of directors of the Corporation shall be fixed from time to time by the Board of
Directors, but shall not be less than three (3). The exact number of directors
shall be determined from time to time, either by a resolution or By-law
provision duly adopted by the Board of Directors. Except as otherwise required
by law, the Certificate of Incorporation or these By-laws or provided by Article
III, Section 2(b) of these By-laws, each of the directors of the Corporation
shall be elected at the annual meeting of the stockholders and each director so
elected shall hold office until such director's successor is elected or until
such director's death, resignation or removal. Directors need not be
stockholders. Elections of Directors need not be by written ballot.
(b) CLASSIFIED BOARD OF DIRECTORS. The directors shall be divided
into three classes, with each class to be as nearly equal in number as
reasonably possible, and with the initial term of office of the first class of
directors to expire at the 1998 annual meeting of stockholders, the initial term
of office of the second class of directors to expire at the 1999 annual meeting
of stockholders and the initial term of office of the third class of directors
to
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expire at the 2000 annual meeting of stockholders, in each case upon the
election and qualification of their successors. Commencing with the 1998 annual
meeting of stockholders, directors elected to succeed those directors whose
terms have thereupon expired shall be elected to a term of office to expire at
the third succeeding annual meeting of stockholders after their election, and
upon the election and qualification of their successors. If the number of
directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain or attain the number of directors in each class as
nearly equal as reasonably possible, but in no case will a decrease in the
number of directors shorten the term of any incumbent director.
(c) VACANCIES. No decrease in the number of directors constituting
the Board of Directors shall shorten the term of any incumbent director. Unless
otherwise restricted by law or by the Certificate of Incorporation, any
vacancies in the Board of Directors for any reason and any newly created
directorship resulting by reason of any increase in the number of directors may
be filled only by the Board of Directors, acting by a majority of the remaining
directors then in office, although less than a quorum, or by a sole remaining
director, and any directors so appointed shall hold office until the next
election of the class for which such directors have been chosen and until their
successors are elected and qualified.
(d) RESIGNATION. Any director may resign from the Board of Directors
at any time by giving written notice thereof to the Chairman of the Board, the
President or the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or, if the time when such resignation
shall become effective shall not be so specified, then such resignation shall
take effect immediately upon its receipt by the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
(e) REMOVAL. Except as provided in the Certificate of Incorporation,
any director, or the entire Board of Directors, may be removed from office at
any time, but only for cause, and only by the affirmative vote of the holders of
at least 662/3% of the voting power of all of the shares of capital stock of the
corporation then entitled to vote generally in the election of directors, voting
together as a single class.
Section 3. MEETINGS OF THE BOARD OF DIRECTORS.
(a) REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held without call at the following times:
(i) at such times as the Board of Directors shall from time to
time by resolution determine; and
(ii) immediately following the adjournment of any annual or
special meeting of the stockholders.
Notice of all such regular meetings hereby is dispensed with.
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(b) SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by the Chairman of the Board of Directors or by any two (2) directors.
Notice of the time and place of special meetings of the Board of Directors shall
be given by the Secretary or an Assistant Secretary of the Corporation, or by
any other officer authorized by the Board of Directors. Such notice shall be
given to each director personally or by mail, messenger, telephone, telecopy,
telegraph or any other form of recorded communication at such director's
business or residence address. Notice by mail shall be deposited in the United
States mail postage prepaid, not later than the third day prior to the date
filed for such special meeting. Notice by telephone, telecopy or telegraph
shall be sent, and notice given personally or by messenger or any other form of
recorded communication shall be delivered, at least twenty-four (24) hours prior
to the time set for such special meeting. Notice of a special meeting of the
Board of Directors need not contain a statement of the purpose of such special
meeting.
(c) ADJOURNED MEETINGS. A majority of directors present at any
regular or special meeting of the Board of Directors or any committee thereof,
whether or not constituting a quorum, may adjourn any meeting from time to time
until a quorum is present or otherwise. Notice of the time and place of holding
any adjourned meeting shall not be required if the time and place are fixed at
the meeting adjourned.
(d) PLACE OF MEETINGS. Meetings of the Board of Directors, both
regular and special, may be held at any place within or without the state of
Delaware which has been designated in the notice of the meeting or, if not
stated in the notice or if there is no notice, designated by resolution of the
Board of Directors. In the absence of any such designation, meetings of the
Board of Directors shall be held at the Corporation's principal executive
office.
(e) PARTICIPATION BY TELEPHONE. Members of the Board of Directors or
any committee thereof may participate in any meeting of the Board of Directors
or committee through the use of conference telephone or similar communications
equipment, so long as all members participating in such meeting can hear one
another, and such participation shall constitute presence in person at such
meeting.
(f) QUORUM. At all meetings of the Board of Directors or any
committee thereof, a majority of the total number of directors then in office or
such committee, shall constitute a quorum for the transaction of business and
the act of a majority of the directors present at any such meeting at which
there is a quorum shall be the act of the Board of Directors or any committee
thereof, except as may be otherwise specifically provided by law, the
Certificate of Incorporation or these By-laws. A meeting of the Board of
Directors or any committee thereof at which a quorum initially is present may
continue to transact business notwithstanding the withdrawal of directors so
long as any action is approved by at least a majority of the required quorum for
such meeting.
(g) WAIVER OF NOTICE. The transactions of any meeting of the Board
of Directors or any committee thereof, however called and noticed or wherever
held, shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum be
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present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to hold such meeting, or
an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a special meeting will be automatically waived by any
director's attendance or participation at such meeting.
Section 4. ACTION WITHOUT MEETING.
Any action required or permitted to be taken by the Board of Directors
at any meeting thereof or at any meeting of a committee thereof may be taken
without a meeting if all members of the Board of Directors or such committee
thereof consent thereto in writing and the writing or writings are filed with
the minutes of the proceedings of the Board of Directors or such committee
thereof.
Section 5. COMPENSATION OF DIRECTORS.
Unless otherwise restricted by law, the Certificate of Incorporation
or these By-laws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of committees of the Board of Directors may be allowed like compensation for
attending committee meetings.
Section 6. COMMITTEES OF THE BOARD.
(a) COMMITTEES. The Board of Directors may, by resolution adopted by
a majority of the Board of Directors, designate one or more committees of the
Board of Directors, each committee to consist of one or more directors. Each
such committee, to the extent permitted by law, the Certificate of Incorporation
and these By-laws, shall have and may exercise such of the powers of the Board
of Directors in the management and affairs of the Corporation as may be
prescribed by the resolutions creating such committee. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. The Board of Directors shall have the power, at any time
for any such reason, to change the members of any such committee, to fill
vacancies, and to discontinue any such committee.
(b) MINUTES OF MEETINGS. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.
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(c) LIMITS ON AUTHORITY OF COMMITTEES. No committee shall have the
power or authority in reference to amending the CertifiCate of Incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided in Section 151(a) of the General Corporation Law of the
State of Delaware, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemption, dissolution, any distribution of
assets of the Corporation, or the conversion into, or the exchange of such
shares for, shares of any other class or classes or any other series of stock or
authorize the increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending any provision of these By-laws; nor,
unless the resolutions establishing such committee or the Certificate of
Incorporation expressly so provide, shall have the power or authority to declare
a dividend, to authorize the issuance of stock, to adopt a certificate of
ownership and merger, or to fill vacancies in the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. OFFICERS.
(a) NUMBER. The officers of the Corporation shall be chosen by the
Board of Directors and shall include a Chairman of the Board of Directors, a
President, Vice Presidents (including any Executive, Senior and/or First Vice
President as the Board of Directors may determine from time to time), a
Secretary and a Treasurer. The Board of Directors also may appoint one or more
Assistant Secretaries or Assistant Treasurers and such other officers and agents
with such powers and duties as it shall deem necessary. Any Vice President may
be given such specific designation as may be determined from time to time by the
Board of Directors. Any number of offices may be held by the same person, unless
otherwise required by law, the Certificate of Incorporation or these By-laws.
(b) ELECTION AND TERM OFFICE. The officers shall be elected annually
by the Board of Directors at its regular meeting following the annual meeting of
the stockholders and each officer shall hold office until the next annual
election of officers and until such officer's successor is elected, or until
such Officer's death, resignation or removal. Any officer may be removed at any
time, with or without cause, by a vote of the majority of the Board of
Directors. Any vacancy occurring in any office may be filled by the Board of
Directors.
(c) DELEGATION OF AUTHORITY. The Board of Directors may from time to
time delegate the powers or duties of any officer to any other officers or
agents, notwithstanding any provision hereof.
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Section 2. CHAIRMAN OF THE BOARD OF DIRECTORS.
The Chairman of the Board of Directors shall preside at meetings of
the stockholders and the Board of Directors. Unless otherwise designated by the
Board of Directors, the Chairman of the Board shall be the chief executive
officer of the Corporation. Subject to the provisions of these By-laws and to
the direction of the Board of Directors, he or she shall have the responsibility
for the general management and control of the business and affairs of the
Corporation and shall perform all duties and have all powers that are commonly
incident to the office of chief executive or that are delegated to him or her by
the Board of Directors. He or she shall have power to sign all stock
certificates, contracts and other instruments of the Corporation that are
authorized and shall have general supervision and direction of all of the
duties, employees and agents of the Corporation.
Section 3. PRESIDENT.
In the absence of the Chairman of the Board, or if there is none, the
President shall preside at meetings of the stockholders and the Board of
Directors. The President shall assume and perform the duties of the Chairman of
the Board in the absence or disability of the Chairman of the Board or whenever
the office of the Chairman of the Board is vacant. Subject to the provisions of
these By-laws and to the direction of the Board of Directors and the Chairman of
the Board, he or she shall have responsibility for the day-to-day operations of
the Corporation and shall perform all duties and have all powers that are
commonly incident to the office of chief operating officer or that are delegated
to him or her by the Board of Directors or the Chairman of the Board.
Section 4. VICE PRESIDENTS.
The Vice Presidents shall have such powers and perform such duties as
from time to time may be prescribed for them, respectively, by the Board of
Directors or by the President.
Section 5. SECRETARY AND ASSISTANT SECRETARIES.
The Secretary shall record or cause to be recorded, in books provided
for the purpose, minutes of the meetings of the stockholders, the Board of
Directors and all committees of the Board of Directors; see that all notices are
duly given in accordance with the provisions of these By-laws as required by
law; be custodian of all corporate records (other than financial) and of the
seal of the Corporation, and have authority to affix the seal to all documents
requiring it and attest to the same; give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors;
and, in general, shall perform all duties incident to the office of Secretary
and such other duties as may, from time to time, be assigned to him by the Board
of Directors or by the President. At the request of the Secretary, or in the
Secretary's absence or disability, any Assistant Secretary shall perform any of
the duties of the Secretary and, when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the Secretary.
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Section 6. TREASURER AND ASSISTANT TREASURERS.
The Treasurer shall keep or cause to be kept the books of account of
the Corporation and shall render statements of the financial affairs of the
Corporation in such form and as often as required by the Board of Directors or
the President. The Treasurer shall perform all other duties commonly incident
to his office and shall perform such other duties and have such other powers as
the Board of Directors or the President shall designate from time to time. At
the request of the Treasurer, or in the Treasurer's absence or disability, any
Assistant Treasurer may perform any of the duties of the Treasurer and, when so
acting, shall have all the powers of, and be subject to all the restrictions
upon, the Treasurer. Except where by law the signature of the Treasurer is
required, each of the Assistant Treasurers shall possess the same power as the
Treasurer to sign all certificates, contracts, obligations and other instruments
of the Corporation.
ARTICLE V
INDEMNIFICATION AND INSURANCE
Section 1. ACTIONS AGAINST DIRECTORS AND OFFICERS.
The Corporation shall indemnify to the fullest extent permitted by,
and in the manner permissible under, the laws of the State of Delaware any
person made, or threatened to be made, a party to an action or proceeding,
whether criminal, civil, administrative or investigative (a "Proceeding"), by
reason of the fact that such person or such person's testator or intestate is or
was a director or officer of the Corporation or any predecessor of the
Corporation, or served any other enterprise as a director or officer at the
request of the Corporation or any predecessor of the Corporation (the
"Indemnitee"), including without limitation, all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the Indemnitee in connection with such Proceeding.
In furtherance and not in limitation of the foregoing provisions, all
reasonable expenses incurred by or on behalf of the Indemnitee in connection
with any Proceeding shall be advanced to the Indemnitee by the Corporation
within 20 calendar days after the receipt by the Corporation of a statement or
statements from the Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the expenses incurred by the
Indemnitee and, if required by law at the time of such advance, shall include or
be accompanied by an undertaking by or on behalf of the Indemnitee to repay the
amounts advanced if it should ultimately be determined that the Indemnitee is
not entitled to be indemnified against such expenses pursuant to this Article V.
Section 2. CONTRACT.
The provisions of Section 1 of this Article V shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any
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time while such By-law is in effect, and any repeal or modification thereof
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any such state
of facts.
Section 3. NONEXCLUSIVITY.
The rights of indemnification provided by this Article V shall not be
deemed exclusive of any other rights to which any director or officer of the
Corporation may be entitled apart from the provisions of this Article V.
Section 4. INDEMNIFICATION OF EMPLOYEE AND AGENTS.
The Board of Directors in its discretion shall have the power on
behalf of the Corporation to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding-by reason of the fact
that such person or such person's testator or intestate, is or was an employee
or agent of the Corporation.
Section 5. INSURANCE.
Upon a resolution or resolutions duly adopted by the Board of
Directors of the Corporation, the Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation against any liability asserted against such person and
incurred by him in any capacity, or arising out of his capacity as such, whether
or not the Corporation would have the power to indemnify such person against
such liability under the provisions of applicable law, the Certificate of
Incorporation or these By-laws.
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ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES FOR SHARES.
Unless otherwise provided by a resolution of the Board of Directors,
the shares of the Corporation shall be represented by a certificate. The
certificates of stock of the Corporation shall be numbered and shall be entered
in the books of the Corporation as they are issued. They shall exhibit the
holder's name and number of shares and shall be signed by or in the name of the
Corporation by (a) the Chairman of the Board of Directors, the President or any
Vice President and (b) the Treasurer, any Assistant Treasurer, the Secretary or
any Assistant Secretary. Any or all of the signatures on a certificate may be
facsimile. In case any officer of the Corporation, transfer agent or registrar
who has signed, or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may nevertheless be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issuance.
Section 2. TRANSFER.
Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 3. RECORD OWNER.
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof, and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, save as expressly provided by the laws of the State of
Delaware.
Section 4. LOST CERTIFICATES.
The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
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ARTICLE VII
MISCELLANEOUS
Section 1. RECORD DATE.
(a) In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of the 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, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days prior to the
date of such meeting nor more than sixty (60) days prior to any other action.
If not fixed by the Board of Directors, the record date shall be determined as
provided by law.
(b) A determination of stockholders of record entitled to notice of
or to vote at a meeting of the stockholders shall apply to any adjournments of
the meeting, unless the Board of Directors fixes a new record date for the
adjourned meeting.
(c) Holders of stock on the record date are entitled to notice and to
vote or to receive the dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the record date, except as
otherwise provided by agreement or by law, the Certificate of Incorporation or
these By-laws.
Section 2. EXECUTION OF INSTRUMENTS.
The Board of Directors may, in its discretion, determine the method
and designate the signatory officer of officers, or other persons, to execute
any corporate instrument or document or to sign the corporate name without
limitation, except where otherwise provided by law, the Certificate of
Incorporation or these By-laws. Such designation may be general or confined to
specific instances.
Section 3. VOTING OF SECURITIES OWNED BY THE CORPORATION.
All stock and other securities of other corporations held by the
Corporation shall be voted, and all proxies with respect thereto shall be
executed, by the person so authorized by resolution of the Board of Directors,
or, in the absence of such authorization, by the President.
Section 4. CORPORATE SEAL.
The Corporation shall have a corporate seal in such form as shall be
prescribed and adopted by the Board of Directors.
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Section 5. CONSTRUCTION AND DEFINITIONS.
Unless the context requires otherwise, the general provisions, rules
of construction and definitions in the General Corporation Law of the State of
Delaware shall govern the construction of these By-laws.
Section 6. AMENDMENTS.
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend and rescind from time to time any or all of these By-laws; including
By-law amendments increasing or reducing the authorized number of directors. In
addition, the stockholders of the corporation may adopt, amend, alter, change or
repeal any by-laws of the corporation by the affirmative vote of the holders of
at least 662/3% of the voting power of all of the shares of capital stock of the
corporation then entitled to vote generally in the election of directors, voting
together as a single class (notwithstanding the fact that a lesser percentage
may specified by Delaware Law).
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SECRETARY'S CERTIFICATE OF ADOPTION OF BY-LAWS
OF
UNITED CRAFT BREWERS, INC.
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of United Craft
Brewers, Inc., a Delaware corporation.
2. That the foregoing By-laws constitute the By-laws of said corporation
as adopted by the Directors of said corporation by unanimous written consent on
May 14, 1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 14th day of
May, 1997.
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Secretary