EXHIBIT 3.2
R
R NABISCO, INC.
BY-LAWS
As Amended Effective December 5, 1995
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as the Board of Directors may determine.
Section 2. Annual and Special Meetings. Annual meetings of
stockholders shall be held, at a date, time and place fixed by the Board of
Directors and stated in the notice of meeting, to elect a Board of Directors
and to transact such other business as may properly come before the meeting.
Special meetings of the stockholders may be called by the Chairman or the
Chief Executive Officer for any purpose and shall be called by the Chairman,
the Chief Executive Officer or the Secretary if directed by the Board of
Directors or requested in writing by the holders of not less than 25% of the
common stock of the Corporation. Each such stockholder request shall state
the purpose of the proposed meeting.
Section 3. Notice. Except as otherwise provided by law or by the
Certificate of Incorporation, at least 10 and not more than 60 days before
each meeting of stockholders, written notice of the time, date and place of
the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given to each stockholder.
Section 4. Quorum. At any meeting of stockholders, the holders of
record, present in person or by proxy, of a majority of the Corporation's
issued and outstanding common stock shall constitute a quorum for the
transaction of business, except as otherwise provided by law or by the
Certificate of Incorporation. In the absence of a quorum, any officer
entitled to preside at or to act as secretary of the meeting shall have power
to adjourn the meeting from time to time until a quorum is present.
Section 5. Voting. Except as otherwise provided by law or by the
Certificate of Incorporation, all matters submitted to a meeting of
stockholders shall be decided by vote of the holders of record, present in
person or by proxy, of a majority of the Corporation's issued and outstanding
common stock. The date and time of the opening and closing of the polls for
each matter upon which stockholders will vote shall be announced at the
meeting.
Section 6. Inspectors of Election. Prior to any meeting of the
stockholders, the Board of Directors shall appoint one or more inspectors to
act at the meeting and make a written report thereof in accordance with the
Delaware General Corporation Law. The Board of Directors may designate one or
more persons as alternate inspectors to replace any inspector who fails to
act. Each inspector, before entering upon the discharge of his or her duties,
shall take and sign an oath to execute faithfully the duties of inspector with
strict impartiality and according to the best of his or her ability.
ARTICLE II
DIRECTORS
Section 1. Number, Election and Removal of Directors. The number of
Directors that shall constitute the Board of Directors shall be not less than
one nor more than seventeen. The first Board of Directors shall consist of
three Directors. Thereafter, within the limits specified above, the number of
Directors shall be determined by the Board of Directors or by the
stockholders. The Directors shall be elected by the stockholders at their
annual meeting and shall serve until the next annual meeting of the
stockholders and until their successors are elected and shall qualify.
Vacancies and newly created directorships resulting from any increase in the
number of Directors may be filled by a majority of the Directors then in
office, although less than a quorum, or by the sole remaining Director or by
the stockholders, and any Director so chosen shall serve until the next annual
meeting of the stockholders and until his or her successor shall be elected
and shall qualify. A Director may be removed with or without cause by the
stockholders.
Section 2. Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as may from time to time be fixed by
the Board of Directors or as may be specified in a notice of meeting. Special
meetings of the Board of Directors may be held at any time upon the call of
the Chairman or the Chief Executive Officer and shall be called by the
Chairman, the Chief Executive Officer or the Secretary if directed by the
Board of Directors. A meeting of the Board of Directors may be held without
notice immediately after the annual meeting of the stockholders. Notice need
not be given of regular or special meetings of the Board of Directors.
Section 3. Quorum. One-third of the total number of Directors shall
constitute a quorum for the transaction of business. If a quorum is not
present at any meeting of the Board of Directors, the Directors present may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until such a quorum is present. Except as otherwise provided
by law, the Certificate of Incorporation of the Corporation, these By-Laws or
any contract or agreement to which the Corporation is a party, 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.
Section 4. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the entire Board, may appoint from among
its members an Executive Committee consisting of the Chief Executive Officer,
if such officer is a member of the Board of Directors, or the Chairman, if the
Chief Executive Officer is not a member of the Board of Directors, and at
least two other Directors. Meetings of the Executive Committee shall be held
without notice at such dates, times and places as shall be determined by the
Executive Committee. The Executive Committee 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 that are permitted by law to be
exercised by a committee of the Board of Directors, including the power to
declare dividends, to authorize the issuance of stock and to adopt a
certificate of ownership and merger of parent corporation and subsidiary or
subsidiaries; provided, however, that the Executive Committee shall not have
the power or authority of the Board of Directors in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation
with respect to the Corporation, 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, amending the By-Laws of the Corporation or
adopting a certificate of ownership and merger of the Corporation (other than
a certificate of ownership and merger of parent corporation and subsidiary or
subsidiaries). The majority of the members of the Executive Committee shall
constitute a quorum. Minutes shall be kept of the proceedings of the
Executive Committee, which shall be reported at meetings of the Board of
Directors. The Executive 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 of the Corporation, fix 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 the same or any other class or classes of stock of the
Corporation or fix the number of shares of any series of stock or authorized
the increase or decrease of the shares of any series.
Section 5. Other Committees of Directors. The Board of Directors
may, by resolution adopted by a majority of the Board of Directors, designate
one or more other committees to have and exercise such power and authority as
the Board of Directors shall specify. 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 she or they constitute
a quorum, may unanimously appoint another Director to act at the meeting in
place of any such absent or disqualified member.
ARTICLE III
OFFICERS
Section 1. Description and Terms. The officers of the Corporation
shall be the Chairman, the Chief Executive Officer, one or more Vice Chairmen,
a President, a Secretary, a Treasurer and such other additional officers with
such titles as the Board of Directors shall determine, all of whom shall be
chosen by and serve at the pleasure of the Board of Directors; provided that
the Chief Executive Officer may appoint Senior Vice Presidents, Vice
Presidents or Assistant Officers at his or her discretion. The Chairman shall
be an employee of the Corporation. There shall be an office of the Chief
Executive Officer, which shall consist of the Chief Executive Officer, such
Vice Chairmen and such other officers as shall be designated by the Chief
Executive Officer. Subject to such limitations as may be imposed by the Board
of Directors, the Chief Executive Officer shall have full executive power and
authority with respect to the Corporation. Each Vice Chairman and the
President shall have such powers and authority as the Chief Executive Officer
may determine. If the Chief Executive Officer is absent or incapacitated, the
President or, in the President's absence or incapacitation, the Chairman or
such other person as shall be designated by the Chairman shall have all the
power and authority of the Chief Executive Officer. Other officers shall have
the usual powers and shall perform all the usual duties incident to their
respective officers. All officers shall be subject to the supervision and
direction of the Board of Directors. The authority, duties or
responsibilities of any officer of the Corporation may be suspended by the
Chief Executive Officer with or without cause. Any officer elected or
appointed by the Board of Directors may be removed by the Board of Directors
with or without cause. Subject to such limitations as the Board of Directors
may provide, each officer may further delegate to any other officer or any
employee or agent of the Corporation such portions of his or her authority as
the officer shall deem appropriate, subject to such limitation as the officer
shall specify, and may revoke such authority at any time.
Section 2. Stockholder Consents and Proxies. The Chairman, the Chief
Executive Officer, each Vice Chairman, the President, the Secretary and the
Treasurer, or any one of them, shall have the power and authority on behalf of
the Corporation to execute any stockholders' consents or proxies and to attend
and act and vote in person or by proxy at any meetings of the stockholders of
any corporation in which the Corporation may own stock, and at any such
meetings shall possess and may exercise any and all of the rights and powers
incident to the ownership of such stock which as the owner thereof the
Corporation might have possessed and executed if present. The Board of
Directors, by resolutions from time to time, may confer like powers upon any
other officer.
ARTICLE IV
INDEMNIFICATION
To the fullest extent permitted by the Delaware General Corporation
Law, the Corporation shall indemnify any current or former Director or officer
of the Corporation and may, at the discretion of the Board of Directors,
indemnify any current or former employee or agent of the Corporation against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
any threatened, pending or completed action, suit or proceeding brought by or
in the right of the Corporation or otherwise, to which he or she was or is a
party or is threatened to be made a party by reason of his or her current or
former position with the Corporation or by reason of the fact that he or she
is or was serving, at the request of the Corporation, as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
ARTICLE V
GENERAL PROVISIONS
Section 1. Notices. Whenever any statute, the Certificate of
Incorporation or these By-Laws require notice to be given to any Director or
stockholder, such notices may be given in writing by mail, addressed to such
Director or stockholder at his or her address as it appears on the records of
the Corporation, with postage thereon prepaid. Such notice shall be deemed to
have been given when it is deposited in the United States mail. Notice to
Directors may also be given by telegram or facsimile transmission or be
delivered personally or by telephone.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.