EXHIBIT 3.4
BY-LAWS
OF
58 WW FOOD CORP.
ARTICLE I. SHAREHOLDERS' MEETING
Section 1. - Annual Meeting.
The annual meeting of the shareholders shall be held on the 11th day
of April of each year, at 2:00 o'clock in the afternoon, at the principal office
of the corporation, or such place as the Board of Directors shall authorize. The
meeting shall be for the purpose of electing directors and for the transaction
of such business as may be brought before it. If such date should be a legal
holiday, the meeting shall be held on the next business day following, at the
same hour. Notice of such meeting shall be given by the Secretary as required by
law; by serving personally or mailing not less than ten days and not more than
fifty days previous to such meeting, postage prepaid, a copy of such notice,
addressed to each shareholder entitled to vote at such meeting. Any and all
notices of such meeting may be waived by any shareholder by written waiver or by
attendance thereat, whether in person or by proxy.
Section 2. - Special Meetings.
Special meetings of shareholders may be called by the Board of
Directors or by the President, and must be called by the President at the
request in writing by shareholders owning a majority of the shares issued and
outstanding. Notice of such special meetings shall be given by the President or
the Secretary, and shall be served personally or by mail addressed to each
shareholder of record at his last known address no less than ten days prior to
the date of such meeting.
BL1
The notice of such meeting shall contain a statement of the business
to be transacted thereat. No business other than that specified in the notice of
the meeting shall be transacted at any such special meeting. Notice of special
meeting may be waived by any shareholder by written waiver or by attendance
thereat, in person or by proxy.
Section 3. - Voting.
Shareholders entitled to vote at meetings may do so in person or by
proxy appointed by an instrument in writing subscribed by the shareholder or by
his duly authorized attorney. Each shareholder shall be entitled to one vote for
each share registered in his name on the books of the Corporation, unless
otherwise provided in the Certificate of Incorporation.
Section 4. - Quorum.
At any meeting of the shareholders, except as otherwise provided by
the statute, or by the Certificate of Incorporation, or by these By-Laws, the
holders of a majority of the shares entitled to vote thereat shall constitute a
quorum. However, a lesser number when not constituting a quorum may adjourn the
meeting from time to time until a quorum shall be present or represented.
Section 5. - Voting at Shareholders' Meetings.
At any meeting of the shareholders, except as otherwise provided by
statute, or by the Certificate of Incorporation, or by these By-Laws, the vote
of the holders of a majority of the shares present in person or by proxy shall
decide any question brought before such meeting.
Section 6. - Special Voting Requirement.
A unanimous vote of the stockholders shall be required as to any of
the following matters:
BL2
(1) Issuance of the Corporation's capital stock, either preferred
or common.
(2) Amendment of the By-Laws.
(3) Merger, consolidation, reorganization, liquidation or
dissolution of the Corporation.
(4) Approval of the amount and terms of any corporate borrowings
extending beyond the term of one year.
ARTICLE II. DIRECTORS
Section 1. - Number.
The affairs and the business of the Corporation, except as otherwise
provided in the Certificate of Incorporation, shall be managed by a Board of
three Directors.
Section 2. - How Elected.
At the annual meeting of shareholders, the persons duly elected by
the votes cast at the election held thereat, shall become the directors for the
ensuing year.
Section 3. - Term of Office.
The term of office of each of the directors shall be until the next
annual meeting of shareholders and thereafter until a successor has been elected
and qualified.
Section 4. - Duties of Directors.
The Board of Directors shall have the control and general management
of the affairs and business of the Corporation unless otherwise provided in the
Certificate of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
BL3
Corporation as they may deem proper, not inconsistent with these By-Laws and the
Laws of the State of New York.
Section 5. - Directors' Meetings.
Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholders, and at such other times as
the Board of Directors may determine. Special meetings of the Board of Directors
may be called by the President at any time and must be called by the President
or the Secretary upon the written request of two Directors.
Section 6. - Notice of Special Meetings.
Notice of special meetings of the Board of Directors shall be served
personally or by mail addressed to each Director at his last known address no
less than five days prior to the date of such meeting. The notice of such
meeting shall contain a statement of the business to be transacted thereat. No
business other than that specified in the call for the meeting shall be
transacted at any such special meeting. Notice of special meeting may be waived
by any Director by written waiver or by personal attendance thereat without
protest of lack of notice to him.
Section 7. - Quorum.
At any meeting of the Board of Directors, except as otherwise
provided by the Certificate of Incorporation, or by these By-Laws, a majority of
the Board of Directors shall constitute a quorum. However, a lesser number when
not constituting a quorum may adjourn the meeting from time to time until a
quorum shall be present or represented.
BL4
Section 8. - Voting.
Except as otherwise provided by the statute, or by the Certificate
of Incorporation, or by these By-Laws, the affirmative vote of a majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.
Section 9. - Vacancies.
Unless otherwise provided in the Certificate of Incorporation,
vacancies in the Board of Directors occurring between annual meetings of the
shareholders shall be filled for the unexpired portion of the term by a majority
vote of the remaining Directors, even though less than a quorum exists.
Section 10. - Removal of Directors.
Any or all of the directors may be removed, either with or without
cause at any time by a vote of the shareholders at any meeting called for such
purpose.
ARTICLE III. OFFICERS
Section 1. - Number of Officers.
The officers of the Corporation shall be a President, a
Vice-President, a Treasurer and Secretary, and any officer may hold more than
one office, except the same person may not hold the offices of President and
Secretary. The Board of Directors may appoint such other officers, agents and
employees as in their sole discretion they shall deem advisable, who shall be
subject to recall at all times by a majority vote of the Board of Directors.
BL5
Section 2. - Election of Officers.
Officers of the Corporation shall be elected at the first meeting of
the Board of Directors. Thereafter, and unless otherwise provided in the
Certificate of Incorporation, the officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
annual meeting of shareholders and shall hold office for one year and until
their successors have been duly elected and qualified.
Section 3. - Removal of Officers.
Any officer elected by the Board of Directors may be removed, with
or without cause, and a successor elected, by vote of the Board of Directors,
regularly convened at a regular or special meeting. Any officer elected by the
shareholders may be removed, with or without cause, and a successor elected, by
vote of the shareholders, regularly convened at an annual or special meeting.
Section 4. - President.
The President shall be the chief executive officer of the
Corporation and shall have general charge of the business, affairs and property
thereof, subject to direction of the Board of Directors, and shall have general
supervision over its officers and agents. He shall; if present, preside at all
meetings of the Board of Directors in the absence of a Chairman of the Board and
at all meetings of shareholders. He may do and perform all acts incident to the
office of President.
Section 5. - Vice President.
BL6
In the absence of or inability of the President to act, the
Vice-President shall perform the duties and exercise the powers of the President
and shall perform such other functions as the Board of Directors may from time
to time prescribe.
Section 6. - Secretary.
The Secretary shall:
a) Keep the minutes of the meetings of the Board of Directors and of
the shareholders in appropriate books.
b) Give and serve all notice of all meetings of the Corporation.
c) Be custodian of the records and of the seal of the Corporation
and affix the latter to such instruments or documents as may be authorized by
the Board of Directors.
d) Keep the shareholder records in such a manner as to show at any
time the amount of shares, the manner and the time the same was paid for, the
names of the owners thereof alphabetically arranged and their respective places
of residence, or their Post Office addresses, the number of shares owned by each
of them and the time at which each person became owner, and keep such
shareholder records available daily during the usual business hours at the
office of the Corporation subject to the inspection of any person duly
authorized, as prescribed by law.
e) Do and perform all other duties incident to the office of
Secretary.
Section 7. - Treasurer.
The Treasurer shall:
BL7
a) Have the care and custody of and be responsible for all of the
funds and securities of the Corporation and deposit of such funds in the name
and to the credit of the Corporation in such a bank and safe deposit vaults as
the Directors may designate.
b) Exhibit at all reasonable times his books and accounts to any
Director or shareholder of the Corporation upon application at the office of the
Corporation during business hours.
c) Render a statement of the condition of the finances of the
Corporation at each stated meeting of the Board of Directors if called upon to
do so, and a full financial report at the annual meeting of shareholders. He
shall keep at the office of the Corporation correct books of account of all of
its business and transactions and such books of account as the Board of
Directors may require. He shall do and perform all other duties incident to the
office of Treasurer.
Section 8. - Duties of Officers May Be Delegated.
In the case of the absence of any officer of the Corporation, or for
any reason the Board may deem sufficient, the Board may, except as otherwise
provided in these By-Laws, delegate the powers or duties of such officers to any
other or any Director for the time being, provided a majority of the entire
Board concur therein.
Section 9. - Vacancies - How Filled.
Should any vacancy in any office occur by death, resignation or
otherwise, the same shall be filled, without undue delay, by the Board of
Directors at its next regular meeting or at a special meeting called for that
purpose, except as otherwise provided in the Certificate of Incorporation.
Section 10. - Compensation of Officers.
BL8
The officers shall receive such salary or compensation as may be
fixed and determined by the Board of Directors, except as otherwise provided in
the Certificate of Incorporation.
BL9
ARTICLE IV. CERTIFICATES REPRESENTING SHARES
Section 1. - Issue of Certificates Representing Shares.
The President shall cause to be issued to each shareholder one or
more certificates, under the seal of the Corporation, signed by the President
(or Vice-President) or Chairman or Vice-Chairman of the Board and the Treasurer
(or Secretary) certifying the number of shares owned by him in the Corporation.
Section 2. - Transfer of Shares.
The shares of the Corporation shall be transferable only upon its
books by the registered holders thereof in person or by their duly authorized
attorneys or legal representatives. The former certificates must be surrendered
to the Secretary, or to such other person as the Directors may designate, by
whom they shall be cancelled, and new certificates shall thereupon be issued. No
transfer of shares shall be made within ten days next preceding the annual
meeting of shareholders.
Section 3. - Lost Certificates.
If the holder of any shares shall lose the certificates thereof, he
shall immediately notify the Corporation of such fact and the Board of Directors
may then cause a new certificate to be issued to him subject to the deposit of a
bond or other indemnity in such form and with such sureties if any as the Board
may require.
ARTICLE V. SEAL
The seal of the corporation shall be as follows:
BL10
ARTICLE VI. DIVIDENDS OR OTHER DISTRIBUTIONS
The Corporation, by vote of the Board of Directors, may declare and
pay dividends or make other distributions in cash or its bonds or its property
on its outstanding shares to the extent as provided and permitted by law, unless
contrary to any restriction contained in the Certificate of Incorporation.
ARTICLE VII. NEGOTIABLE INSTRUMENTS
All checks, notes or other negotiable instruments shall be signed on
behalf of this Corporation by such of the officers, agents and employees as the
Board of Directors may from time to time designate, except as otherwise provided
in the Certificate of Incorporation.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall be determined by resolution
of the Board of Directors.
ARTICLE IX. OFFICES
The principal office of the Corporation shall be located in the City
of New York, County of New York, State of New York. The Board of Directors may
from time to time designate such other offices within or without the State of
New York as the business of the Corporation may require.
ARTICLE X. AMENDMENTS
BL11
By-laws may be amended, repealed or adopted by vote of the holders
of the shares at the time entitled to vote in the election of any Directors, and
may be amended, repealed or adopted as otherwise provided by law.
ARTICLE XI - REIMBURSED EXPENSES
Any payments made to an officer of the Corporation such as a salary,
commission, bonus, interest, or rent, or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer to the Corporation
to the full extent of such disallowance. It shall be the duty of the Directors,
as a Board, to enforce payment of such amount disallowed. In lieu of payment by
the officer, subject to the determination of the Directors, proportionate
amounts may be withheld from his future compensation payments until the amount
owed to the Corporation has been recovered.
ARTICLE XII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
The directors and officers of the Corporation shall be indemnified
for any claim, payment or expense incurred while performing in good faith any
act or duty which he reasonably believes to be in the best interests of the
Corporation, or from any liability so incurred by an officer or director in
behalf of any company to which the Corporation is a successor in interest as a
result of merger, consolidation or acquisition.
Such indemnification is to be unlimited except that statutory
restrictions applicable to business corporations shall be compiled with if
inconsistent with this section of the By-Laws.
BL12