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EXHIBIT 3.02
KELLOGG COMPANY
BYLAWS
(As Amended Up To And Including April 21, 1995)
ARTICLE I
OFFICES
SECTION 1. OFFICES. The principal office shall be in the City of
Wilmington, County of New Castle, State of Delaware, and the name of the
resident agent in charge thereof is The Corporation Trust Company.
The Corporation may also have an office in the City of Battle Creek,
State of Michigan, and also offices at such other places as the Board of
Directors may, from time-to-time, appoint, or the business of this Corporation
may require.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The Annual Meeting of Stockholders of
this Corporation may be held either within or without the State of Delaware at a
time and place to be designated by the Board of Directors. Notice of such
Annual Meeting shall be given by the Secretary, by mailing a written or printed
notice stating the place, day and hour of the meeting to each stockholder of
record entitled to vote at such meeting, at least ten (10) days prior to the
date of such meeting, at such stockholder's last known post office address as
the same appears upon the books of this Corporation. The Chairman of the
Board, or in such officer's absence or incapacity, a Vice Chairman, or in such
officer's absence or incapacity, the President and Secretary of this
Corporation, shall act as president and secretary, respectively, of each
stockholders' meeting unless it shall be otherwise determined at the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may
be held either within or without the State of Delaware and may be called (i) by
such number of Directors constituting not less than two-thirds of the total
number of directorships fixed by a resolution adopted by the Board of Directors
pursuant to Article III, Section 1 of these Bylaws, whether or not such
directorships are filled at the time (such total number of directorships
hereinafter referred to as the "Full Board"), or by the Chairman of the Board,
or in such officer's absence or incapacity, by a Vice Chairman, or in such
officer's
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absence or incapacity, by the President, by mailing a written or printed notice
at least ten (10) days prior to the date of such meeting to each stockholder of
record entitled to vote at such meeting (at such stockholder's last known post
office address as the same appears on the books of this Corporation), or (ii)
by any stockholder or stockholders holding not less than one-third of the
voting power of all of the outstanding shares of capital stock of this
Corporation entitled to vote at such meeting, voting together as a single
class, by mailing a written or printed notice at least thirty (30) days prior
to the date of such meeting to each stockholder of record entitled to vote at
such meeting. The notice required by clause (i) or (ii) of the immediately
preceding sentence shall state the place, date and hour of such meeting and any
and all purposes for which the meeting is called.
SECTION 3. VOTES. Each stockholder shall be entitled to one (1) vote
for each share of capital stock held on all matters to be voted upon. Each
stockholder entitled to vote shall be entitled to vote in person or by proxy,
but no proxy shall be voted on after three (3) years from its date unless said
proxy provides for a longer period. Except where the transfer books of this
Corporation shall have been closed, or a date shall have been fixed as a record
date for the determination of stockholders entitled to vote, no share of stock
shall be voted on at any election for Directors which shall have been
transferred on the books of this Corporation within twenty (20) days next
preceding such election of Directors.
SECTION 4. QUORUM. At any meeting at which the holders of capital
stock shall be entitled to vote for the election of Directors or for other
purposes, the holders of a majority of the outstanding shares of capital stock
entitled to vote at such meeting, and present in person or by proxy, shall
constitute a quorum for the purpose of electing Directors or for such other
purposes.
In the absence of a quorum of holders of capital stock at any meeting
of stockholders at which they are entitled to vote, the holders of capital
stock present at such meeting may adjourn the meeting to a future day for such
vote as the holders of capital stock are entitled and wish to take without any
notice other than an announcement at the meeting. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted by
stockholders which they might have transacted at the meeting as originally
notified.
SECTION 5. STOCKHOLDERS LISTS. A complete list of the stockholders
entitled to vote at the ensuing election, arranged in alphabetical order, with
the residence of each and the number of voting shares held by each, shall be
prepared by the Secretary and filed in the office where the election is to be
held at least ten (10) days before every election, and shall, at all times,
during the usual hours for business, and during the whole time of said
election, and at the place thereof, be open to the examination of any
stockholder entitled to vote thereat.
SECTION 6. CONSENTS TO CORPORATE ACTION. The record date for
determining stockholders entitled to express consent to corporate action in
writing
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without a meeting shall be fixed by the Board of Directors. Any stockholder
seeking to have the stockholders authorize or take corporate action by written
consent without a meeting shall, by written notice, request the Board of
Directors to fix a record date. The Board of Directors shall, upon receipt of
such a request, fix a record date, which shall be not later than the 15th day
following receipt of the request, or such later date as may be specified by
such stockholder. If the record date falls on a Saturday, Sunday or legal
holiday, the record date shall be the day next following which is not a
Saturday, Sunday or legal holiday.
Subject to the immediately following paragraph, the date for
determining if an action has been consented to by the holder or holders of
shares of outstanding stock of this Corporation having the requisite voting
power to authorize or take the action specified therein (the "Consent Date")
shall be the 31st day after the date on which materials soliciting consents are
mailed to stockholders of this Corporation or, if no such materials are
required to be mailed under applicable law, the 31st day following the record
date fixed by the Board pursuant to the immediately preceding paragraph. If
the Consent Date falls on a Saturday, Sunday or legal holiday, the Consent Date
shall be the day next following which is not a Saturday, Sunday or legal
holiday.
In the event of the delivery to this Corporation of a written consent
or consents purporting to authorize or take corporate action and/or related
revocations (each such written consent and related revocation hereinafter
referred to in this Section 6 as a "Consent"), the Secretary of this
Corporation shall provide for the safekeeping of such Consent and shall conduct
such reasonable investigation as the Secretary deems necessary or appropriate
for the purpose of ascertaining the validity of such Consent and all matters
incident thereto, including, without limitation, whether the holders of shares
having the requisite voting power to authorize or take the action specified in
the Consent have given consent; provided, that if the corporate action to which
the Consent relates is the removal or replacement of one or more members of the
Board of Directors, the Secretary of this Corporation shall designate two
persons, who shall not be members of the Board, to serve as inspectors with
respect to such Consent, and such inspectors shall discharge the functions of
the Secretary of this Corporation under this paragraph. If, after such
investigation, the Secretary, or such inspectors, as the case may be, shall
determine that the Consent is valid, that fact shall be certified on the
records of this Corporation kept for the purpose of recording the proceedings
of meetings of the stockholders, and the Consent shall be filed with such
records, at which time the Consent shall become effective as stockholder
action; provided, that neither the Secretary, nor such inspectors, as the case
may be, shall make such certification or filing, and the Consent shall not
become effective as stockholder action, until the final termination, without
the availability of any further appeal, of any proceedings which may have been
commenced in the Court of Chancery of the State of Delaware, or any other court
of competent jurisdiction, for an adjudication of any legal issues incident to
determining the validity of the Consent, unless and until such Court has
determined that such proceedings are not being pursued expeditiously and in
good faith. In conducting the investigation required by this paragraph, the
Secretary, or such inspectors, as the case may be, may, at the expense of this
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Corporation, retain special legal counsel and any other necessary or
appropriate professional advisors and such other personnel, as they may deem
necessary or appropriate, to assist them.
To the extent that this Section 6 is inconsistent with this
Corporation's Restated Certificate of Incorporation, as amended, the provisions
of this Corporation's Restated Certificate of Incorporation, as amended, will
prevail.
ARTICLE III
DIRECTORS
SECTION 1. MEMBERSHIP. The number of Directors of this Corporation
shall be not less than seven (7) nor more than fifteen (15), the exact number
of Directors to be fixed from time-to-time by a Resolution adopted by not less
than two-thirds of the full Board (as defined in Article NINTH of the Restated
Certificate of Incorporation). Directors shall be divided into three classes,
as nearly equal in number as possible, with a term of office of three years,
one class to expire each year. At each Annual Meeting of Stockholders, the
class of Directors whose terms of office shall expire at such time shall be
elected by a plurality vote by ballot to hold office for terms expiring at the
third Annual Meeting of Stockholders following their election and until a
successor shall be elected and shall qualify.
Nominations for the election of Directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of Directors at the particular
meeting at which the nomination is to occur. However, any stockholder entitled
to vote at such meeting may nominate one or more persons for election as
Directors only in person or by proxy at such meeting and only if written notice
of such stockholder's intent to make such nomination or nominations has been
delivered personally to, or otherwise received by, the Secretary of this
Corporation at least thirty (30) days, but no more than ninety (90) days prior
to the anniversary date of the record date for determination of stockholders
entitled to vote in the immediately preceding Annual Meeting of Stockholders.
Each such notice shall contain a representation that: (i) the stockholder is,
and will be, on the record date, a beneficial owner or a holder of record of
stock of this Corporation entitled to vote at such meeting; (ii) the
stockholder has, and will have, on the record date, full voting power with
respect to such shares; and (iii) the stockholder intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice. Additionally, each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated; (b) a description of all arrangements or
understandings between the stockholder and each proposed nominee, and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (c) the number and
kinds
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of securities of this Corporation held beneficially or of record by each
proposed nominee; (d) such other information regarding each proposed nominee as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission for the initial election
of such proposed nominee for Director; and (e) the consent of each proposed
nominee to serve as a Director if so elected. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person if any of the
information supplied is false or misleading or if any of the foregoing
requirements are not satisfied.
SECTION 2. VACANCIES. Subject to the rights of the holders of any
particular class or series of equity securities of this Corporation, (i) newly
created directorships resulting from any increase in the total number of
authorized Directors may be filled by the affirmative vote of not less than
two-thirds of the Directors then in office, although less than a quorum, or by
a sole remaining Director, at any regular or special meeting of the Board of
Directors, or by a plurality vote of the stockholders at any regular Annual
Meeting or Special Meeting of Stockholders, and (ii) any vacancies on the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled only by the affirmative vote
of not less than two-thirds of the Directors then in office, although less than
a quorum, or by a sole remaining Director, at any regular or special meeting of
the Board of Directors.
SECTION 3. PLACE OF MEETINGS. The Directors may hold their meetings
and have one or more offices and keep the books of this Corporation outside of
Delaware at the office of this Corporation, in the City of Battle Creek,
Michigan, or at such other place or places as they may, from time-to-time,
determine.
SECTION 4. REGULAR MEETINGS. In months other than the month in which
the Annual Meeting of Stockholders shall be held, regular meetings of the Board
of Directors shall be held without other notice than this bylaw, on the fourth
Friday of each month, if not a legal holiday, and if a legal holiday, then on
the preceding business day, at such time and place as the Board of Directors
may designate, or, if no such designation shall have been made, at the
executive offices of this Corporation, in the City of Battle Creek, Michigan,
at the hour of 1:30 p.m., local time. A regular meeting of the Board of
Directors shall also be held without other notice than this bylaw, immediately
after, and at the same place as the Annual Meeting of Stockholders. The Board
of Directors may provide, by resolution, the time and place for the holding of
different or additional regular meetings or the cancellation of a regular
meeting(s) without other notice than such resolution.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors, to be held within or without the State of Delaware, may be called by
the Chairman of the Board, or in such officer's absence or incapacity, by a
Vice Chairman, or in such officer's absence or incapacity, by the President, or
in such officer's absence or incapacity, by an Executive Vice President, or in
such officer's absence or incapacity, by not less than six (6) Directors
(provided, that if this Corporation's Restated Certificate of
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Incorporation, as amended, provides for the division of the Board of Directors
into three classes, no more than two of such members of the Board of Directors
shall be from the same class), by giving one day's notice thereof in the case
of special meetings called by the Chairman of the Board, a Vice Chairman, the
President or an Executive Vice President, as the case may be, or ten day's
notice thereof in the case of all other special meetings, which notice shall,
in the case of any special meeting, set forth the time and place of the meeting
and be made orally, or in writing, or by telegraph or by telephone, and shall,
in the case of special meetings not called by the Chairman of the Board, a Vice
Chairman, the President or an Executive Vice President, also set forth in
reasonable detail any and all purposes for which the special meeting is called.
SECTION 6. VOTES. Any member of the Board may require the ayes and
noes to be taken on any questions and recorded on the Minutes.
SECTION 7. QUORUM. Except as herein otherwise specifically provided,
a majority of the number of Directors constituting the Full Board (as defined in
Article II, Section 2) shall constitute a quorum for the transaction of
business.
SECTION 8. COMPENSATION OF DIRECTORS. Compensation of Directors shall
be as determined by the Board. Nothing contained herein shall be construed to
preclude any Director from serving this Corporation in any other capacity and
receiving compensation therefor.
SECTION 9. NOTICES. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the call or notice, or waiver of notice of such meeting, unless
specifically required by law, this Corporation's Restated Certificate of
Incorporation, as amended, or these Bylaws.
ARTICLE IV
COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE. There may be an Executive Committee
of two or more Directors, including the Chairman of the Board, designated by
resolution of the Board of Directors. Said Committee may meet at stated times
or on notice to all by any of their own number. During the intervals between
meetings of the Board, the members of such Committee, who shall be requested to
do so, shall advise and aid the officers in all matters concerning its
interests and the management of its business, and generally perform such duties
and exercise such powers as may be directed or delegated by the Board of
Directors from time-to-time. The Board may delegate to such Committee
authority to exercise all powers of the Board, except those powers specifically
excluded from committees by Section 141(c) of the Delaware General Corporation
Law and except the power to authorize the issuance of stock of this Corporation
while the Board is not in
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session. Vacancies in the membership of the Committee shall be filled by the
Board of Directors at a regular meeting or at a special meeting called for that
purpose.
The Executive Committee may, in its discretion, keep regular minutes of
its proceedings and shall report the same to the Board when required.
In the absence or disqualification of a member of the Executive
Committee, the member or members of the Executive Committee present at a
meeting and not disqualified from voting, whether or not he, she or they
constitute a quorum, may unanimously appoint another member of the Board of
Directors of the Company to act at the meeting in place of each such absent or
disqualified member.
SECTION 2. AUDIT COMMITTEE. There may be an Audit Committee of two or
more Directors designated by resolution of the Board of Directors. Said
Committee may meet at stated times or on notice to all by any of its own
number. The Committee and its membership shall generally perform such duties
and exercise such powers as may be directed or delegated by the Board of
Directors from time-to-time. Vacancies in the membership of the Committee
shall be filled by the Board of Directors at a regular meeting or at a special
meeting called for that purpose. The Committee may, in its discretion, keep
regular minutes of its proceedings and shall report the same to the Board when
required.
SECTION 3. COMPENSATION COMMITTEE. There may be a Compensation
Committee of two or more Directors designated by resolution of the Board of
Directors. Said Committee may meet at stated times or on notice to all by any
of its own number. The Committee and its membership shall generally perform
such duties and exercise such power as may be directed or delegated by the
Board of Directors from time-to-time. Vacancies in the membership of the
Committee shall be filled by the Board of Directors at a regular meeting or at
a special meeting called for that purpose. The Committee may, in its
discretion, keep regular minutes of its proceedings and shall report the same
to the Board when required.
SECTION 4. EMPLOYEE BENEFITS ADVISORY COMMITTEE. There may be an
Employee Benefits Advisory Committee of two or more Directors designated by
resolution of the Board of Directors. Said Committee may meet at stated times
or on notice to all by any of its own number. The Committee and its membership
shall generally perform such duties and exercise such powers as may be directed
or delegated by the Board of Directors from time-to-time. Vacancies in the
membership of the Committee shall be filled by the Board of Directors at a
regular meeting or at a special meeting called for that purpose. The Committee
may, in its discretion, keep regular minutes of its proceedings and shall
report the same to the Board when required.
SECTION 5. FINANCE COMMITTEE. There may be a Finance Committee of two
or more Directors designated by resolution of the Board of Directors. Said
Committee may meet at stated times or on notice to all by any of its own
number. The Committee and its membership shall generally perform such duties
and exercise such
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powers as may be directed or delegated by the Board of Directors from
time-to-time. Vacancies in the membership of the Committee shall be filled by
the Board of Directors at a regular meeting or at a special meeting called for
that purpose. The Committee may, in its discretion, keep regular minutes of
its proceedings and shall report the same to the Board when required.
SECTION 6. NOMINATING COMMITTEE. There may be a Nominating Committee
of two or more Directors designated by resolution of the Board of Directors.
Said Committee may meet at stated times or on notice to all by any of its own
number. The Committee and its membership shall generally perform such duties
and exercise such powers as may be directed or delegated by the Board of
Directors from time-to-time. Vacancies in the membership of the Committee
shall be filled by the Board of Directors at a regular meeting or at a special
meeting called for that purpose. The Committee may, in its discretion, keep
regular minutes of its proceedings and shall report the same to the Board when
required.
SECTION 7. COMMITTEE ON SOCIAL RESPONSIBILITY. There may be a
Committee on Social Responsibility of two or more Directors designated by
resolution of the Board of Directors. Said Committee may meet at stated times
or on notice to all by any of its own number. The Committee and its membership
shall generally perform such duties and exercise such powers as may be directed
or delegated by the Board of Directors from time-to-time. Vacancies in the
membership of the Committee shall be filled by the Board of Directors at a
regular meeting or at a special meeting called for that purpose. The Committee
may, in its discretion, keep regular minutes of its proceedings and shall
report the same to the Board when required.
SECTION 8. OTHER COMMITTEES. The Board of Directors, by resolution,
may dissolve existing committees and may designate additional committees, each
of which shall consist of not less than two Directors. Each such additional
committee may meet at stated times or on notice to all by any of its own
number. Each such additional committee and its membership shall generally
perform such duties and exercise such powers as may be directed or delegated by
the Board of Directors from time-to-time. Vacancies in the membership of any
such additional committee shall be filled by the Board of Directors at a
regular meeting or at a special meeting called for that purpose. Any such
additional committee may, in its discretion, keep regular minutes of its
proceedings and shall report the same to the Board of Directors when required.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS. The officers of this Corporation shall be
elected by the Board of Directors and shall consist of the Chairman of the
Board (if designated as
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the Chief Executive Officer by the Board), the President, one or more Vice
Presidents, a Secretary, a Controller, one or more Assistant Secretaries, a
Treasurer, one or more Assistant Treasurers, and such other officers as shall,
from time-to-time, be provided by the Board of Directors, who shall perform the
usual duties pertaining to their respective offices, except as otherwise
specifically provided herein or by resolution of the Board of Directors. One
person may hold more than one office except that no person shall be both the
President and a Vice President. The Board of Directors may also elect one or
more Vice Chairmen of the Board.
SECTION 2. QUALIFICATIONS. No person shall be eligible for the Office
of Chairman of the Board who is not a Director. Persons who are not Directors
or who are not stockholders shall be eligible for all other offices of this
Corporation.
SECTION 3. TERM OF OFFICE. The officers shall be elected at the first
regular meeting of the Board of Directors after the Annual Meeting of
Stockholders and shall hold office for one year and until their respective
successors have been duly elected and qualified; provided, however, that all
officers of this Corporation shall be subject to removal at any time by an
affirmative vote of Directors constituting not less than a majority of the Full
Board (as defined in Article II, Section 2).
SECTION 4. BONDS. The Directors may, by resolution, require any or
all of the officers or employees to give bond to this Corporation with good and
sufficient surety conditioned upon the faithful performance of their respective
duties and offices.
SECTION 5. CHAIRMAN OF THE BOARD AND VICE CHAIRMEN. The Chairman of
the Board, if one is elected, shall, in addition to his duties as a Director of
this Corporation, preside as Chairman at all meetings of the stockholders, of
the Board of Directors, and of the Executive Committee. A Vice Chairman (if
one or more is elected, in the order designated by the Board of Directors or
the Chief Executive Officer) shall, in the absence of the Chairman of the
Board, perform the duties of the Chairman of the Board provided for in this
Section.
SECTION 6. CHIEF EXECUTIVE OFFICER; PRESIDENT. The Chairman of the
Board, if so designated by the Board of Directors, shall be the Chief Executive
Officer of this Corporation and shall have general supervision of the affairs
of this Corporation, being responsible to the Board of Directors. The
President shall have general supervision of the operations of this Corporation
subject to the supervision of the Chairman of the Board, except that, if the
Chairman of the Board shall not also have been designated Chief Executive
Officer, or in the absence or incapacity of the Chairman of the Board who has
been so designated, the President shall be the Chief Executive Officer of this
Corporation and have general supervision of the affairs of this Corporation,
being responsible to the Board of Directors. The President shall, in the
absence or incapacity of the Chairman and Vice Chairman of the Board, perform
the functions of the Chairman of the Board set forth in Section 5 of this
Article V.
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SECTION 7. VICE PRESIDENTS. One or more of the Vice Presidents
elected may be designated as Executive Vice Presidents. One or more of the Vice
Presidents elected may be designated as Senior Vice Presidents. Each of the
Vice Presidents, including the Executive Vice Presidents and the Senior Vice
Presidents, shall perform such duties as may be prescribed by the Board of
Directors or the Chief Executive Officer from time-to-time. In the absence or
disability to act of the President, any of the Executive Vice Presidents
designated by the Chief Executive Officer or the Board of Directors shall
possess all the powers and may perform any of the duties of the Office of the
President. In the absence or disability to act of the President and all of the
Executive Vice Presidents, such of the Vice Presidents designated by the Chief
Executive Officer or the Board of Directors, or in the absence or incapacity of
those designated Vice Presidents, any other person(s) designated by the Chief
Executive Officer shall possess all of the powers and may perform all of the
duties of the President.
SECTION 8. SECRETARY. The Secretary, or in his or her absence, the
Assistant Secretary, shall issue notices for meetings, shall keep their
minutes, shall have charge of the corporate seal and corporate Minute Books,
and shall make such reports and perform such other duties as are incident to
his or her office or as are properly required of him or her by the Chief
Executive Officer or the Board of Directors.
SECTION 9. TREASURER. The Treasurer shall have custody of all monies
and securities of this Corporation. He or she shall sign or countersign such
instruments as require his or her signature and shall perform all duties
incident to his or her office or that are properly required of him or her by
the Board of Directors or the Chief Executive Officer. He or she shall give
bond for the faithful performance of his or her duties in such sum and with
such sureties as may be required of him or her by the Board of Directors or the
Chief Executive Officer.
SECTION 10. CONTROLLER. The Controller shall have custody of all the
accounting records of this Corporation and shall keep regular books of account.
He or she shall sign or countersign such instruments as require his or her
signature and shall perform all duties incident to this office or that are
properly required of him or her by the Board of Directors, the Chief Executive
Officer or the President.
SECTION 11. DELEGATION. In case of the absence of any officer of this
Corporation or for any other reason which may seem sufficient to the Board of
Directors, the Board of Directors or the Chief Executive Officer may delegate
the powers and duties of any such officer to any Director for the time being.
ARTICLE VI
EXECUTION OF CHECKS AND OTHER INSTRUMENTS
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SECTION 1. The funds of this Corporation shall be deposited in such
bank or banks of deposit as shall be designated or authorized by the Board of
Directors and in the name of Kellogg Company or such other name as the Board of
Directors may designate. All checks, drafts or orders drawn against funds on
deposit in any such bank shall be signed by such person or persons as may be
authorized by the Board of Directors by a proper resolution spread of record.
SECTION 2. All other instruments in writing involving the payment of
money or of credit or liability of this Corporation, such as deeds, bonds,
contracts, etc., shall be signed in the name of this Corporation by the
Chairman of the Board, a Vice Chairman, the President, a Vice President or by
such other person or persons as may be authorized by the Board and may be
attested, and the corporate seal affixed thereto by either the Secretary or an
Assistant Secretary. In the absence of the Secretary and Assistant Secretary,
or their inability to act, the Treasurer or Assistant Treasurer may affix the
seal.
The Board of Directors, the Executive Committee or the Chief Executive
Officer may authorize the execution of contracts and other instruments by such
other officers, agents and employees as may be selected by them from
time-to-time and with such limitations and restrictions as the authorization
may require.
ARTICLE VII
CERTIFICATES OF STOCK
SECTION 1. CERTIFICATES OF STOCK. Certificates of stock shall be
signed by the Chairman of the Board, the President or a Vice President, and by
the Secretary or an Assistant Secretary of this Corporation, both of whose
signatures may be a facsimile, and shall be numbered and entered in books of
this Corporation as they are issued. They shall, in all respects, conform to
the requirements of the law of the State of Delaware, and shall be otherwise in
such form as may be prescribed by the Board of Directors.
SECTION 2. LOST CERTIFICATES. If any person claims a certificate is
lost or destroyed, a new certificate may be issued of the same tenor and for
the same number of shares as the one alleged to be lost or destroyed, upon
compliance with any terms and conditions which this Corporation may prescribe.
ARTICLE VIII
TRANSFER OF SHARES
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SECTION 1. TRANSFER OF SHARES. Shares of the capital stock of this
Corporation shall be transferred on the books of this Corporation by the owner
thereof in person or by his or her attorney upon the surrender and cancellation
of certificates for a like number of shares. Upon presentation and surrender
of a certificate properly endorsed and payment of all taxes thereon, the
transferee shall be entitled to a new certificate or certificates in place
thereof.
SECTION 2. REGISTRATION. One or more Transfer Agents and Registrars
of the Company's stock may be appointed by resolution of the Board of Directors
for the transfer and registration of any class or classes of stock of this
Corporation, and upon such appointment, no certificate for any such class of
stock shall be issued or be valid for any purpose until countersigned by one
such Transfer Agent and registered and countersigned by one such Registrar;
provided, however, that the countersignature of such Transfer Agent may be a
facsimile if such certificate is countersigned manually by a Registrar who
shall be other than this Corporation or its employee.
SECTION 3. CLOSING OF TRANSFER BOOKS. The Board of Directors shall
have the power to close the stock transfer books of this Corporation for a
period not exceeding sixty (60) days preceding the date of any meeting of
stockholders, or the date of payment of any dividend or other distribution or
allotment of any rights, or the effective date of any change, conversion or
exchange of stock, or of any other lawful action; provided, however, that in
lieu of closing the stock transfer books as aforesaid and in order that this
Corporation may determine the stockholders entitled to notice or to vote at any
meeting of 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) days before the date of such meeting, nor more than sixty (60) days
prior to any other action, and in such case, such stockholders, and only such
stockholders as shall be stockholders of record on the date so fixed, shall be
entitled to such notice of, and to vote at, such meeting and any adjournment or
adjournments thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of this Corporation
after any such record date fixed as aforesaid. A determination of stockholders
of record entitled to notice of, or to 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 4. REGISTERED STOCKHOLDERS. 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 Delaware.
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ARTICLE IX
CORPORATE SEAL
SECTION 1. CORPORATE SEAL. The corporate seal shall have inscribed
thereon in the center the words "Corporate Seal" and the number "1922," and in
a circle around the margin the words
"Kellogg Company"
"Delaware".
ARTICLE X
DIVIDENDS
SECTION 1. DIVIDENDS. Dividends upon the stock of this Corporation
shall be payable from funds lawfully available therefor at such times and in
such amounts as the Board of Directors, or a Committee thereof expressly
authorized by resolution of the Board of Directors may, from time-to-time,
direct.
ARTICLE XI
FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of this Corporation shall
begin on the 1st day of January and end on the 31st day of December of each
year.
ARTICLE XII
INSPECTION OF BOOKS
SECTION 1. INSPECTION OF BOOKS. The Directors shall determine, from
time-to-time whether, and if allowed, when, and under what conditions and
regulations, the accounts and books of this Corporation (except such as may, by
statute, be specifically open to inspection), or any of them, shall be open to
the inspection of the stockholders, and the stockholders' rights in this
respect are and shall be restricted and limited accordingly.
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ARTICLE XIII
ORDER OF BUSINESS
SECTION 1. ORDER OF BUSINESS. At all stockholders' and Directors'
meetings, the order of business shall be as determined by the presiding officer
of the meeting.
ARTICLE XIV
AMENDMENT
SECTION 1. AMENDMENT. Except to the extent otherwise provided in this
Corporation's Restated Certificate of Incorporation, as amended, these Bylaws
shall be subject to alteration, amendment or repeal, and new bylaws may be
adopted (i) by the affirmative vote of the holders of not less than a majority
of the voting power of all of the outstanding shares of capital stock of this
Corporation then entitled to vote generally in the election of Directors,
voting together as a single class, at any regular or special meeting of the
stockholders (but only if notice of the proposed change be contained in the
notice to the stockholders of the proposed action), or (ii) by the affirmative
vote of not less than a majority of the members of the Board of Directors at
any meeting of the Board of Directors at which there is a quorum present and
voting; provided, that in the case of clause (ii), any alteration, amendment or
repeal made with respect to, or the adoption of, a new bylaw inconsistent with
Article II, Section 2 or Section 6, or Article III, Section 1, Section 2, or
Section 5, or this Article XIV, Section 1 of these Bylaws, shall require the
affirmative vote of Directors constituting not less than two-thirds of the Full
Board (as defined in Article II, Section 2).
ARTICLE XV
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS; INSURANCE
SECTION 1. 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 this Corporation),
by reason of the fact that he is or was a Director or officer of this
Corporation, is or was serving at the request of this 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
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such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of this
Corporation, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere, or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of this
Corporation, and, with respect to any criminal action or proceeding, has
reasonable cause to believe that his conduct was unlawful.
SECTION 2. 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 or suit by, or in the right of, this Corporation to procure a
judgment in its favor by reason of the fact that he is or was a Director or
officer of this Corporation, or, while a Director or officer of this
Corporation, is or was serving at the request of this Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of this
Corporation, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to this Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine, upon application, that despite the adjudication of
liability, but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
SECTION 3. The Board of Directors of this Corporation shall have the
power, in its discretion, to cause this Corporation to 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 referred to in Sections 1 or 2
of this Article by reason of the fact that (although not a Director or officer
of this Corporation) he is or was an employee or agent of this Corporation, or
is or was serving at the request of this Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise to the extent that any such person would have been entitled to
be indemnified under Sections 1 and 2 had he, at all times, been a Director or
officer of this Corporation.
SECTION 4. Any indemnification under Sections 1, 2 or 3 of this Article
(unless ordered by a court) shall be made by this Corporation only as
authorized in the specific case upon a determination that indemnification of
the Director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Sections 1 or 2.
Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of Directors who were not parties to such action,
suit or proceeding, or, (2) if such a quorum is not obtainable, or, even if
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obtainable, a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.
SECTION 5. To the extent that a Director, officer, employee or agent
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1, 2 or 3, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
SECTION 6. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by this Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by, or on behalf of, the Director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by this Corporation as authorized in this Article.
SECTION 7. The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article, shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may, at any time, be entitled under any bylaw, agreement, vote of stockholders
or disinterested Directors, or otherwise, both as to action by a person in his
official capacity and as to action in another capacity while holding such
office.
SECTION 8. The Board of Directors shall have power to authorize and
direct the purchase and maintenance of insurance on behalf of itself or any
person who is or was a Director, officer, employee or agent of this
Corporation, or is or was serving at the request of this Corporation as a
Director, officer, employee or agent of 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 this Corporation would have the power to indemnify him against
such liability under the provisions of this Article.
SECTION 9. For purposes of this Article XV, reference to "this
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its Directors, officers and
employees or agents, so that any person who is or was a Director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article XV with respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its separate
existence had continued.
SECTION 10. For purposes of this Article XV, references to
"enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes
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assessed on a person with respect to an employee benefit plan; and references
to "serving at the request of this Corporation" shall include any service as a
Director, officer, employee or agent of this Corporation which imposes duties
on, or involves services by, such Director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
this Corporation" as referred to in this Article XV.
SECTION 11. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article, shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a
Director, officer, employee or agent, and shall inure to the benefit of the
executors, administrators and other legal representatives and heirs of such a
person.
ARTICLE XVI
MISCELLANY
SECTION 1. The Chief Executive Officer or the Board of Directors may
designate any order of assignment to apply within any specified group of
officers where, as provided in these Bylaws, any such designation is to be made
as to one or more of such officers. In the event that no such designation is
made, the order of assignment within any specified group of officers will be
according to the length of service of each particular officer in the specified
office, with the officer serving the longest term within that particular office
to be assigned first, and in his or her absence or incapacity, the officer
serving the next longest term in that particular office to be assigned second,
and so on.
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