BYLAWS
OF
VAUGHAN FOODS, INC.
ARTICLE I
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OFFICERS
Section 1. The registered office shall be in the City of
Oklahoma City, County of Oklahoma, State of Oklahoma.
Section 2. The corporation may also have offices at such other
places both within and without the State of Oklahoma as the Board of Directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
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MEETINGS OF SHAREHOLDERS
Section 1. Meetings of shareholders for any purpose may be
held at such time and place, within or without the State of Oklahoma, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section 2. Annual meetings of shareholders commencing with the
year 1989, shall be held on the 10 day of July, 1989 if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 10 AM at which
they shall elect by a plurality vote by written ballot a board of directors, and
transact such other business as may be properly be brought before the meeting.
Section 3. Written notice of the annual meeting, stating the
place, date and hour of such meeting, shall be given to each shareholder
entitled to vote thereat not less than ten (10) days nor more than sixty (60)
days before the date of the meeting unless otherwise required by law.
Section 4. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten (10) days before every
meeting of shareholders, a complete list of the shareholders entitled to vote at
the meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each shareholder. Such list shall be
open to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the election, either at a place within the city where the meeting is to
be held and 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, and the list shall
be produced and kept at the time and place of the meeting during the whole time
thereof, and subject to the inspection of any shareholder who may be present.
Section 5. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by law 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 shareholders 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 or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting of
shareholders, stating the place, date, hour and the purpose or purposes thereof,
shall be given to each shareholder entitled to vote thereat, not less than ten
(10) days before the date fixed for the meeting unless required by law.
Section 7. Business transacted at any special meeting of the
shareholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote there at, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by law
or by the Certificate of Incorporation. If, however, such quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, 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;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date and hour of the adjourned meeting shall be given in conformity herewith. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted at the meeting as originally notified.
Section 9. When a quorum is present at any meeting, the
affirmative vote of the holders of a majority of the shares of 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 law 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 10. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such shareholders, but no proxy shall
be voted or acted upon after three (3) years from its date unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock shall be
voted on at any election for directors which has been transferred on the books
of the corporation within twenty (20) days preceding such election of directors.
Section 11. Any action required to or which may be taken at
any annual or special meeting of the shareholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by 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 thereon were present and voted. Prompt notice of the taking of the
corporate action by the shareholders without a meeting by less than unanimous
written consent shall be given to those shareholders who have not consented in
writing.
ARTICLE III
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DIRECTORS
Section 1. The number of directors which shall constitute the
whole Board shall be not less than one (1) nor more than seven (7). As of July
10, 1989, the Board shall consist of three (3) directors. Thereafter, within the
limits above specified, the number of directors shall be determined by
resolution of the Board of Directors or by the shareholders at the annual or a
special meeting of the shareholders. Except for the election held by the
incorporator(s) and except as provided in Section 2 and in Section 14 of this
Article II, the directors shall be elected at the annual meeting of
shareholders. Each director elected shall hold office until such director's
successor is elected and qualified, or until such director's earlier resignation
or removal. Directors need not be shareholders.
Section 2. Except as provided in Section 14 of this Article
II, vacancies and newly created directorships resulting from any increase in the
authorized numbers of directors by the directors may be filled by a majority of
the directors then in office, though less than a quorum, and any director so
chosen shall hold office until the next annual election and until such
director's successor is duly elected and shall qualify, unless such director
resigns or is removed.
Section 3. The business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by law or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.
Section 4. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Oklahoma.
Section 5. Regular meetings of the Board of Directors may be
held at such time and at such place as shall from time to time be determined by
the Board. Five (5) days' notice of all regular meetings shall be given, and
such notice shall state the place, date, hour and the business to be transacted
at and purpose of such meeting.
Section 6. Special meetings of the Board may be called by the
President on three (3) days' notice to each director either personally by mail
or by telegram. Special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two (2) directors
unless the corporation has at that time less than three (3) directors, in which
latter event the request of only one (1) director shall be required. Notice of
any special meeting shall state the place, date, hour and the business to be
transacted at and the purpose of such meeting.
Section 7. At all meetings of the Board, a majority 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 may be otherwise
specifically provided by law or by the Certificate of Incorporation. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 8. 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 (1) or more of the directors of the corporation,
which, to the extent provided in the resolution, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation and affairs of the corporation and may authorize the seal of
the corporation to be affixed to all papers which may require it. 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.
Section 9. Each committee shall keep regular minutes of its
minutes of its meetings and report the same to the Board of Directors when
required.
Section 10. Members of the Board of Directors, or of any
committee thereof, may participate in a meeting of such Board or committee by
means of conference telephone or similar communications equipment that enables
all persons participating in the meeting to hear each other. Such participation
shall constitute presence in person at such meeting.
Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all members
of the Board or of such committee as the case may be, and such written consent
is filed with the minutes of proceedings of the Board or committee.
Section 12. The directors may be paid their expenses, if any,
of attendance at such meeting of the Board of Directors and may be paid a fixed
sum for attendance at such 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 special or standing committees may be allowed like compensation for attending
committee meetings.
Section 13. The Board of Directors at any time may, by
affirmative vote of a majority of the members of the Board then in office,
remove any officer elected or appointed by the Board of Directors for cause or
without cause.
Section 14. Any director may be removed, for cause or without
cause, by a majority vote of the shareholders entitled to vote for the election
of such director at any annual or special meeting of the shareholder. Upon such
removal of a director, the shareholders (and not the remaining directors) shall
elect a director to replace such a removed director at the same shareholders'
meeting at which such removal took place or at a subsequent shareholders'
meeting.
ARTICLE IV
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NOTICES
Section 1. Notices to directors and shareholders shall be in
writing and delivered personally or mailed to the directors or shareholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be deposited in the United
States mail, postage prepaid. Notice to directors may also be given by telegram.
Notice by telegram shall be deemed to be given when delivered to the sending
telegraph office.
Section 2. Whenever any notice is required to be given under
the provisions of law or the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.
ARTICLE V
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OFFICERS
Section 1. The officers of the corporation shall be chosen by
the Board of Directors and shall, at a minimum, consist of a President and a
Secretary. The Board of Directors may also choose additional officers, including
a Chairman or Vice-Chairman of the Board of Directors, one or more
Vice-Presidents who may be classified by their specific function, a Secretary, a
Treasurer and one or more Assistant Secretaries and Assistant Treasurers. Two or
more offices may be held by the same person, except the offices of President and
Secretary.
Section 2. The Board of Directors at its first meeting and
after each annual meeting of shareholders shall choose a President and a
Secretary, and may choose such other officers and agents as it shall deem
necessary.
Section 3. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 4. The officers of the corporation shall hold office
until their successors are chosen and qualify, until their earlier resignation
or removal. Any vacancy occurring in any office of the corporation shall be
filled by the Board of Directors.
Section 5. The Chairman, or, in the absence of the Chairman, a
Vice-Chairman of the Board of Directors, if chosen, shall preside at all
meetings of the Board of Directors, and shall perform such other duties and have
such other powers as the Board of Directors may from time to time prescribe.
Section 6. The President shall be the chief executive officer
of the corporation, shall preside at all meetings of the shareholders and,
unless a chairman or Vice-Chairman of the Board has been chosen, at all meetings
of the Board of Directors, and 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.
Section 7. 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 signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.
Section 8. The Vice-President, or if there shall be more than
one, the Vice-Presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
Section 9. The Secretary shall attend all meetings of the
Board of Directors and all meeting of the shareholders 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. The Secretary shall give, or cause to be given, notice
of all meetings of the shareholders and regular 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 the Secretary shall
be. Additionally, the Secretary shall have custody of the corporate seal of the
corporation, and the Secretary 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 the Secretary's signature or by the signature of such Assistant
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 the
Secretary's signature.
Section 10. The Assistant Secretary, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, 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 from time to time
prescribe.
Section 11. The Treasurer, if one is chosen or, if not, the
Secretary, 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
may be designated by the Board of Directors.
Section 12. The Treasurer, if one is chosen or, if not, the
Secretary, shall disburse the funds of the corporation as may be ordered by the
Board of Directors' 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 transactions
performed by the Treasurer (or Secretary, as the case may be) and of the
financial condition of the corporation.
Section 13. If required by the Board of Directors, the
Treasurer, if one is chosen or, if not, the Secretary, shall give the
corporation a bond (which shall be renewed every six (6) 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 the office of a treasurer and for
the restoration to the corporation, in case of the Treasurer's (or Secretary's,
as the case may be) death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of whatever kind in the
possession or under the control of the Treasurer (or Secretary, as the case may
be) belonging to the corporation.
Section 14. The Assistant Treasurer, of if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers at the Board of Directors may from time to
time prescribe.
ARTICLE VI
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CERTIFICATES OF STOCK, TRANSFERS OF STOCK
CLOSING OF TRANSFER BOOKS AND
REGISTERED SHAREHOLDERS
Section 1. 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 of Vice-Chairman of the Board of Directors, or the President or a
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the corporation, certifying the number of shares
owned by the shareholder in the corporation.
Section 2. Any or all the signatures 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 shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if the
person who signed the certificate was such officer, transfer agent or registrar
at the date of issue.
Section 3. 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 or 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 such
owner's legal representative, advertise the same in such manner as the
corporation shall require and/or to give the corporation a bond in such sum as
the corporation 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. Subject to transfer restrictions permitted by
Section 1055 of Title 18 of the Oklahoma Statutes and to stop transfer orders
directed in good faith by the corporation to any transfer agent to prevent
possible violations of federal or state securities laws, rules or regulations,
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 thereto, cancel
the old certificate and record the transaction upon its books.
Section 5. The Board of Directors may fix a record date, which
shall not be more than sixty (60) nor less than ten (10) days before the date of
any meeting of shareholders, nor more than sixty (60) days prior to the time for
the other action hereinafter described, as of which there shall be determined
the shareholders who are entitled: to notice of or to vote at any meeting of
shareholders or any adjournment thereof; to express consent to corporate action
in writing without a meeting; to receive payment of any dividend or other
distribution or allotment of any rights; or to exercise any rights with respect
to any change, conversion or exchange of stock or with respect to any other
lawful action.
Section 6. The corporation shall be entitled to treat the
person in whose name any share of stock is registered on the books of the
corporation as the owner thereof for all purposes and shall not be bound to
recognize any equitable or other claim or other interest in such shares in the
part of any other person, whether or not the corporation shall have express or
other notice thereof.
ARTICLE VII
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GENERAL PROVISIONS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of the corporation's capital stock.
Section 2. There may be set apart out of any of the funds of
the corporation available for dividends such amounts as the Board of Directors
deems proper as a reserve or reserves for working capital, depreciation, losses
in value, or for any other proper corporate purpose, and the Board of Directors
may increase, decrease or abolish any such reserve in the manner in which it was
created.
Section 3. The Board of Directors shall present at each annual
meeting and at any special meeting of the shareholders when called for by vote
of the shareholders, a full and clear statement of the business and condition of
the corporation.
Section 4. 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. The fiscal year of the corporation shall be as
fixed by the Board of Directors.
Section 6. The Board of Directors may provide a suitable seal,
containing the name of the corporation, which seal shall be in charge of the
Secretary. If and when co directed by Board of Directors or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by the Assistant
Secretary or Assistant Treasurer. The seal may be used by causing it, or a
facsimile thereof, to be impressed or affixed or in any other manner reproduced.
Section 7. The books of account and other records of the
corporation may be kept (subject to any provisions of Oklahoma law) at the
principal place of business and chief executive office of the corporation.
ARTICLE VIII
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INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS
To the extent and in the manner permitted by the laws of the
State of Oklahoma and specifically as is permitted under Section 1031 of Title
18 of the Oklahoma Statues, 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
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is 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.
ARTICLE IX
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AMENDMENTS
The Bylaws may be amended or repealed, or new bylaws may be
adopted, by the shareholders or by the Board of Directors at any regular meeting
of the shareholders or of the Board of Directors, or at any special meeting of
the shareholders or of the Board of Directors if notice of such amendment,
repeal, or adoption of new bylaws be contained in the notice of such special
meeting.
APPROVED AND RATIFIED as of this 10 day of July, 1989, by the
undersigned, constituting all of the directors (whether one or more) of the
corporation.
/s/ Eugene Vaughan
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EUGENE VAUGHAN, DIRECTOR
/s/ Sheila Vaughan
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SHEILA VAUGHAN, DIRECTOR
/s/ Mark Vaughan
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MARK VAUGHAN, DIRECTOR