EXHIBIT 3.22
THE HEINZ VENTURE GROUP, LTD.
BY LAWS
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.
Section 2. Other Offices. The corporation may also 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
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place of Meetings. All meetings of stockholders
for the election of directors shall be held in the City of Wilmington, State of
Delaware, at such place as the board of directors may fix from time to time, or
at such other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice.
Section 2. Annual Meetings. Annual meetings of stockholders,
commencing with the year 1990, shall beheld on the first Wednesday of September
in each year, if not a legal holiday, and if a legal holiday, then on the next
succeeding business day, at 2:00 p.m., or at such other date and time as shall
be designated from time to time by the board of directors and stated in the
notice of the annual meeting, at which they shall by a plurality vote elect a
board of directors. The stockholders may transact any other proper business at
the annual meeting.
Section 3. Notice of Annual Meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more sixty
days before the date of the meeting.
Section 4. Stock Ledger. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the 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 open to the examination of any stockholder, for any purpose
germane to the meeting,
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during ordinary business hours, for a period of at least ten days prior to the
meting, either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not specified, at
the place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time of the meeting
and may be inspected by any stockholder who is present.
Section 5. Special Stockholder Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request in writing of a
majority of the board of directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose of the proposed meeting.
Section 6. Notice of Special Meetings. Written notice of a special
meeting stating the place, date, and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given not less than ten or
more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 7. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholder, the stockholders entitled to vote
at the meeting, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, the stockholders may
transact any business that they might have transacted at the original meeting.
If the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 8. Majority Vote. When a quorum is present at any meeting of
the stockholders of the corporation, the vote of the holders of a majority of
the stock having voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of the applicable statutes or of the certificate of
incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 9. Voting. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
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Section 10. Stockholder Action by Consent. Unless otherwise provided
in the certificate of incorporation, the stockholders may, without a meeting,
without prior notice and without a vote, take any action required to be taken at
any annual or special meeting of stockholders of the corporation, or any action
that the stockholders may take at any annual or special meeting of such
stockholders, if the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote on such action were present
and voted sign a consent in writing, setting forth the action so taken. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number of Directors. The number of directors that shall
constitute the whole board shall be not less than 3 nor more than 11. The first
board shall consist of one director. Thereafter, within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting.
Section 2. Vacancies. A majority of the directors then in office,
although less than a quorum, or a sole remaining director may fill vacancies and
newly created directorships resulting from any increase in the authorized number
of directors. The directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately before any such increase), the Court of Chancey may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. Powers. The board of directors shall manage the business
of the corporation and may exercise all such powers of the corporation and to
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
Section 4. Meetings of the Board of Directors. The board of
directors of the corporation may hold meetings, both regular and special, either
within or without the State of Delaware.
Section 5. First Meeting of Newly Elected Board of Directors. The
first meeting of each newly elected board of directors shall be held at such
time and place as shall be fixed by the vote of the stockholders at the annual
meeting. No notice of such meeting shall be necessary to the
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newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided in these by-laws for special
meetings of the board of directors, or as shall be specified in a written waiver
that all of the directors sign.
Section 6. Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and at such place as the board
shall from time to time determine.
Section 7. Special Meetings. The president may call special meetings
of the board on three days' notice to each director, either personally or by
mail or by telegram; the president or secretary shall call special meetings in
like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sale director.
Section 8. Quorum. At all meetings of the board not less than
one-third of the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
any statute or the certificate of incorporation may otherwise specifically
provide. If a quorum shall not be present at any meeting of the board of
directors, the directors present at the meeting may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum shall be present.
Section 9. Director Action By Consent. Unless otherwise restricted
by the certificate of incorporation or these by-laws, the board of directors or
any committee of the board may, without a meeting, take any action required or
permitted to be taken at any meeting of the board or the committee, if all
members of the board or committee, as the case may be, consent to the action in
writing, and the writing or writings are filed with the minutes of proceedings
of the board or committee.
Section 10. Participation by Conference Telephone. Unless otherwise
restricted by the certificate of incorporation or these by-laws, members of the
board of directors, or any committee designated by the board of directors, may
participate in a meeting of the board of directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 11. Committees of Directors. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
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meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members of the committee 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. Any such
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers that may
require it; but no such committee shall have power or authority in reference to
amending the certificate of incorporation, 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 the by-laws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as the board of directors may determine from time to time by
resolution.
Section 12. Committee Minutes. Each committee shall keep regular
minutes of its meetings and report the same to the board of directors when
required.
Section 13. Compensation of Directors. Unless otherwise restricted
by the certificate of incorporation or these by-laws, the board of directors
shall have the authority to fix the compensation of directors. The corporation
may pay the directors their expenses, if any, of attendance at each meeting of
the board of directors and 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 for such service. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
Section 14. Removal of Directors. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any director or the entire Board
of Directors may be removed, with or without cause, by the holders of a majority
of shares entitled to vote at an election of directors.
ARTICLE IV
Section 1. Notices. Whenever any provision of the applicable
statutes or of the certificate of incorporation or of these by-laws require
notice to be given to any director or stockholder, it shall not be construed to
mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage prepaid. Such notice shall be deemed to
be given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Waiver of Notice. Whenever any provision of the
applicable statutes or of the certificate of incorporation or of these by-laws
requires notice to be given, a written waiver of
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notice, signed by the person or persons entitled to notice, whether before or
after the time stated in the waiver, shall be deemed equivalent to notice.
ARTICLE V
Section 1. Officers. The officers of the corporation shall be
elected by the board of directors and shall be a president, a vice-president, a
secretary and a treasurer. The secretary and treasurer of the Company may be
appointed after the formation of the Company when reasonable and necessary. The
board of directors may also elect additional vice-presidents, and one or more
assistant secretaries and assistant treasurers. One person may hold any number
of offices, unless the certificate of incorporation or these by-laws otherwise
provide.
Section 2. Election of Officers. The board of directors at its first
meeting after each annual meeting of stockholders shall elect a president, one
or more vice-presidents, a secretary and a treasurer.
Section 3. Additional Officers. The board of directors may appoint
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
the board shall determine from time to time.
Section 4. Compensation of Officers. The board of directors shall fix the
salaries of all officers and agents of the corporation.
Section 5. Term of Office, Removal and Vacancy. The officers of the
corporation shall hold office until their successors are chosen and qualify. The
board of directors may be the affirmative vote of a majority of its members
remove at any time any officer elected or appointed by the board of directors.
The board of directors may fill any vacancy occurring in any office of the
corporation.
Section 6. The President. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the stockholders
and the board of directors, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the
board of directors are carried into effect. The president shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the board of directors shall expressly delegate
the signing and execution thereof to some other officer or agent of the
corporation.
Section 7. The Vice-Presidents. In the absence of the president or
in the event of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of
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and be subject to all the restrictions upon the president. The vice-presidents
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
Section 8. The Secretary. The secretary shall attend all meetings of
the board of directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and the board of directors in a
book to be kept for that purpose and shall perform like duties for the standing
committees when required. He shall give, or cause to given, notice of all
meetings of the stockholders and special meetings of the board of directors,
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such assistant's secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by is signature.
Section 9. The Assistant Secretary. The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by the
board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
Section 10. The Treasurer. The treasurer shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as the board of directors may designate.
The treasurer shall disburse the funds of the corporation as the
board of directors may order, taking proper vouchers for such disbursements, and
shall render to the president and the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his
transactions as treasurer and of the financial condition of the corporation. If
required by the board of directors, the treasurer shall give the corporation a
bond (which shall be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office of all books, papers, vouchers, money and other property of whatever kind
in his possession or under his control belonging to the corporation.
ARTICLE VI
Section 1. Certificates of Stock. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the chairman or vice-chairman of the board of directors,
or the president or a vice-president and the treasurer or an assistant
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treasurer, or the secretary or assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation.
Section 2. Facsimile Signatures on Certificates. Where a certificate
is countersigned (1) by a transfer agent other than the corporation or its
employee, or (2) by a registrar other than the corporation or its employee, any
other signature on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate registrar before such certificate is issued, the
corporation may issue the certificate with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
Section 3. 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 or uncertified
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance of the new certificate or certificate, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
or 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.
Section 4. Transfers of Stock. 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, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled to the new certificate, cancel the old certificate and
record the transaction upon its books.
Section 5. Fixing 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 of a meeting, or to express consent to corporate
action in writing without a meeting, or to express consent to corporate action
in writing without a meeting, 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, that shall not be more than sixty days before any other action. A
determination of stockholders of record entitled to notice of or a 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. Registered Stockholders. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in
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such shares or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as the laws of Delaware otherwise
provide.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends. The board of directors, pursuant to law, at
any regular or special meeting may declare dividends upon the capital stock of
the corporation subject to the provisions of the certificate of incorporation,
if any. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.
Section 2. Reserves for Contingencies. Before payment of any
dividend, there may be set aside out of any funds of the corporation available
for dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve to meet contingencies, or for
equalizing dividends, or for requiring repairing or maintaining any property of
the corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation. The directors may modify or
abolish any such reserve in the manner in which it was created.
Section 3. Annual Statement. The board of directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.
Section 4. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the corporation still end
on the Wednesday nearest to April 30 of each year and begin on the following
day.
Section 6. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile of the seal
to be impressed or affixed or reproduced or otherwise.
Section 7. Indemnification of Directors, Officers and Employees. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation 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 him in connection with such action, suit or proceeding or the
defense or settlement thereof or any claim, issue or matter therein, to the
fullest extent permitted by law. Expenses incurred by any
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such person in defending any such action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding if authorized by a majority of the directors of the corporation who
are not interested in such action, suit or proceeding. The proper officers of
the corporation, without further authorization from the board of directors, may
in their discretion purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
wasserving at the requet of the corporation as a director, officer, employee or
agent for another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the laws of Delaware and under this Section 7.
The indemnification provided by this Section 7 shall not be deemed
exclusive of any other rights to which a person seeking indemnification may be
entitled under any agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent of the type referred to
above and shall inure to the benefit of the heirs, executors and administrators
of such a person.
ARTICLE VIII
Section 1. Amendments. The stockholders or the board of directors,
when such power is conferred upon the board of directors by the certificate of
incorporation, may alter, amend, or repeal these by-laws, or adopt new by-laws,
at any regular meeting of the stockholders or the board of directors or at any
special meeting of the stockholders or the board of directors if notice of such
alteration, amendment, repeal or adoption of new by-laws is contained in the
notice of such special meeting. If the power to adopt, amend or repeal by-laws
is conferred upon the board of directors by the certificate of incorporation it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal by-laws.