Exhibit 3.2
BY-LAWS
OF
PHILIP MORRIS COMPANIES INC.
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. - The annual meeting of the stockholders
for the election of directors and for the transaction of such other business
as may properly come before the meeting, and any postponement or adjournment
thereof, shall be held on such date and at such time as the Board of Directors
may in its discretion determine.
SECTION 2. SPECIAL MEETINGS. - Unless otherwise provided by law,
special meetings of the stockholders may be called by the chairman of the
Board of Directors, the deputy chairman of the Board of Directors (if any) or
the president or any vice chairman of the Board of Directors or by order of
the Board of Directors whenever deemed necessary.
SECTION 3. PLACE OF MEETINGS. - All meetings of the stockholders shall
be held at such place in the Commonwealth of Virginia as from time to time may
be fixed by the Board of Directors.
SECTION 4. NOTICE OF MEETINGS. - Written notice, stating the place,
day and hour and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by mail not less than ten nor
more than sixty days before the date of the meeting (except as a different
time is specified herein or by law), to each stockholder of record having
voting power in respect of the business to be transacted thereat, at his or
her address as it appears on the stock transfer books of the Corporation.
Notice of a stockholders' meeting to act on an amendment of the
Articles of Incorporation, a plan of merger or share exchange, a proposed
sale of all, or substantially all of the Corporation's assets, otherwise than
in the usual and regular course of business, or the dissolution of the
Corporation shall be given, in the manner provided above, not less than
twenty-five nor more than sixty days before the date of the meeting and shall
be accompanied, as appropriate, by a copy of the proposed amendment, plan of
merger or share exchange or sale agreement.
April 21, 1994
Notwithstanding the foregoing, a written waiver of notice signed by the
person or persons entitled to such notice, either before or after the time
stated therein, shall be equivalent to the giving of such notice. A
stockholder who attends a meeting shall be deemed to have (i) waived
objection to lack of notice or defective notice of the meeting, unless at the
beginning of the meeting he objects to holding the meeting or transacting
business at the meeting, and (ii) waived objection to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless he objects to considering the matter
when it is presented.
SECTION 5. QUORUM. - At all meetings of the stockholders, unless a
greater number or voting by classes is required by law, a majority of the
shares entitled to vote, represented in person or by proxy, shall constitute
a quorum. If a quorum is present, action on a matter is approved if the votes
cast favoring the action exceed the votes cast opposing the action, unless
the vote of a greater number or voting by classes is required by law or the
Articles of Incorporation, and except that in elections of directors those
receiving the greatest number of votes shall be deemed elected even though
not receiving a majority. Less than a quorum may adjourn.
SECTION 6. ORGANIZATION AND ORDER OF BUSINESS. - At all meetings of
the stockholders the chairman of the Board of Directors or, in his absence,
the deputy chairman of the Board of Directors (if any) or, in the absence of
both, the president, shall act as chairman. In the absence of all of the
foregoing officers or, if present, with their consent, a majority of the
shares entitled to vote at such meeting, may appoint any person to act as
chairman. The secretary of the Corporation or, in his absence, an assistant
secretary, shall act as secretary at all meetings of the stockholders. In
the event that neither the secretary nor any assistant secretary is present,
the chairman may appoint any person to act as secretary of the meeting.
The chairman shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts and things as are
necessary or desirable for the proper conduct of the meeting, including,
without limitation, the establishment of procedures for the dismissal of
business not properly presented, the maintenance of order and safety,
limitations on the time allotted to questions or comments on the affairs of
the Corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof and the opening and closing of the
voting polls.
At each annual meeting of stockholders, only such business shall be
conducted as shall have been properly brought before the meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder of the
Corporation who shall be entitled to vote at such meeting and who complies
with the notice procedures set
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forth in this Section 6. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the secretary of the Corporation. To be timely, a stockholder's notice
must be given, either by personal delivery or by United States certified
mail, postage prepaid, and received at the principal executive offices of the
Corporation (i) not less than 120 days nor more than 150 days before the
first anniversary of the date of the Corporation's proxy statement in
connection with the last annual meeting of stockholders or (ii) if no annual
meeting was held in the previous year or the date of the applicable annual
meeting has been changed by more than 30 days from the date contemplated at
the time of the previous year's proxy statement, not less than 60 days before
the date of the applicable annual meeting. A stockholder's notice to the
secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (a) a brief description of the business desired to
be brought before the annual meeting, including the complete text of any
resolutions to be presented at the annual meeting, and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's stock transfer books, of such stockholder
proposing such business, (c) a representation that such stockholder is a
stockholder of record and intends to appear in person or by proxy at such
meeting to bring the business before the meeting specified in the notice, (d)
the class and number of shares of stock of the Corporation beneficially owned
by the stockholder and (e) any material interest of the stockholder in such
business. Notwithstanding anything in the By-Laws to the contrary, no
business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this Section 6. The chairman of an annual meeting
shall, if the facts warrant, determine that the business was not brought
before the meeting in accordance with the procedures prescribed by this
Section 6, and if he should so determine, he shall so declare to the meeting
and the business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this Section 6, a
stockholder seeking to have a proposal included in the Corporation's proxy
statement shall comply with the requirements of Regulation 14A under the
Securities Exchange Act of 1934, as amended (including, but not limited to,
Rule 14a-8 or its successor provision). The secretary of the Corporation
shall deliver each such stockholder's notice that has been timely received to
the Board of Directors or a committee designated by the Board of Directors
for review.
SECTION 7. VOTING. - A stockholder may vote either in person or by
proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact. No stockholder may authorize more than four persons to act
for him, and any proxy shall be delivered to the secretary of the meeting at
or prior to the time designated by the chairman or in the order of business
for so delivering such proxies. No proxy shall be valid after eleven months
from its date,
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unless otherwise provided in the proxy. Each holder of record of
stock of any class shall, as to all matters in respect of which
stock of such class has voting power, be entitled to such vote as
is provided in the Articles of Incorporation for each share of
stock of such class standing in his name on the books of the
Corporation. Unless required by statute or determined by the
chairman to be advisable, the vote on any questions need not be by
ballot. On a vote by ballot, each ballot shall be signed by the
stockholder voting or by such stockholder's proxy, if there be such
proxy.
SECTION 8. INSPECTORS. - At every meeting of the
stockholders for election of directors, the proxies shall be
received and taken in charge, all ballots shall be received and
counted and all questions touching the qualifications of voters,
the validity of proxies, and the acceptance or rejection of votes
shall be decided, by two inspectors. Such inspectors shall be
appointed by the chairman of the meeting. They shall be sworn
faithfully to perform their duties and shall in writing certify to
the returns. No candidate for election as director shall be
appointed or act as inspector.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. - The business and affairs of
the Corporation shall be managed under the direction of the Board
of Directors.
SECTION 2. NUMBER. - The number of directors shall be
eighteen (18).
SECTION 3. TERM OF OFFICE AND QUALIFICATION. - Each
director shall serve for the term for which he shall have been
elected and until his successor shall have been duly elected.
SECTION 4. NOMINATION AND ELECTION OF DIRECTORS. - At each
annual meeting of stockholders, the stockholders entitled to vote
shall elect the directors. No person shall be eligible for
election as a director unless nominated in accordance with the
procedures set forth in this Section 4. Nominations of persons for
election to the Board of Directors may be made by the Board of
Directors or any committee designated by the Board of Directors or
by any stockholder entitled to vote for the election of directors
at the applicable meeting of stockholders who complies with the
notice procedures set forth in this Section 4. Such nominations,
other than those made by the Board of Directors or any committee
designated by the Board of Directors, may be made only if written
notice of a stockholder's intent to nominate one or more persons
for election as directors at the applicable meeting of
stockholders has been given,
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either by personal delivery or by United States certified mail,
postage prepaid, to the secretary of the Corporation and received
(i) not less than 120 days nor more than 150 days before the first
anniversary of the date of the Corporation's proxy statement in
connection with the last annual meeting of stockholders, or (ii) if
no annual meeting was held in the previous year or the date of the
applicable annual meeting has been changed by more than 30 days
from the date contemplated at the time of the previous year's proxy
statement, not less than 60 days before the date of the applicable
annual meeting, or (iii) with respect to any special meeting of
stockholders called for the election of directors, not later than
the close of business on the seventh day following the date on
which notice of such meeting is first given to stockholders. Each
such stockholder's notice shall set forth (a) as to the
stockholder giving the notice, (i) the name and address, as they
appear on the Corporation's stock transfer books, of such
stockholder, (ii) a representation that such stockholder is a
stockholder of record and intends to appear in person or by proxy
at such meeting to nominate the person or persons specified in the
notice, (iii) the class and number of shares of stock of the
Corporation beneficially owned by such stockholder, and (iv) a
description of all arrangements or understandings between such
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by such stockholder; and (b) as to
each person whom the stockholder proposes to nominate for election
as a director, (i) the name, age, business address and, if known,
residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of
stock of the Corporation which are beneficially owned by such
person, (iv) any other information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors or is otherwise required by the rules and regulations
of the Securities and Exchange Commission promulgated under the
Securities Exchange Act of 1934, as amended, and (v) the written
consent of such person to be named in the proxy statement as a
nominee and to serve as a director if elected. The secretary of
the Corporation shall deliver each such stockholder's notice that
has been timely received to the Board of Directors or a committee
designated by the Board of Directors for review. Any person
nominated for election as director by the Board of Directors or
any committee designated by the Board of Directors shall, upon the
request of the Board of Directors or such committee, furnish to
the secretary of the Corporation all such information pertaining
to such person that is required to be set forth in a stockholder's
notice of nomination. The chairman of the meeting of stockholders
shall, if the facts warrant, determine that a nomination was not
made in accordance with the procedures prescribed by this Section
4, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
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SECTION 5. ORGANIZATION. - At all meetings of the Board
of Directors, the chairman of the Board of Directors or, in his
absence, the deputy chairman of the Board of Directors (if any) or,
in the absence of both, the president shall act as chairman of the
meeting. The secretary of the Corporation or, in his absence, an
assistant secretary shall act as secretary of meetings of the
Board of Directors. In the event that neither the secretary nor
any assistant secretary shall be present at such meeting, the
chairman of the meeting shall appoint any person to act as
secretary of the meeting.
SECTION 6. VACANCIES. - Any vacancy occurring in the
Board of Directors, including a vacancy resulting from amending
these By-Laws to increase the number of directors by thirty percent
or less, may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of
Directors.
SECTION 7. PLACE OF MEETING. - Meetings of the Board of
Directors, regular or special, may be held either within or without
the Commonwealth of Virginia.
SECTION 8. ORGANIZATIONAL MEETING. - The annual
organizational meeting of the Board of Directors shall be held
immediately following adjournment of the annual meeting of
stockholders and at the same place, without the requirement of any
notice other than this provision of the By-Laws.
SECTION 9. REGULAR MEETINGS: NOTICE. - Regular meetings
of the Board of Directors shall be held at such times and places
as it may from time to time determine. Notice of such meetings
need not be given if the time and place have been fixed at a
previous meeting.
SECTION 10. SPECIAL MEETINGS. - Special meetings of the
Board of Directors shall be held whenever called by order of the
chairman of the Board of Directors, the deputy chairman of the
Board of Directors (if any) or of the president or of two of the
directors. Notice of each such meeting, which need not specify
the business to be transacted thereat, shall be mailed to each
director, addressed to his residence or usual place of business, at
least two days before the day on which the meeting is to be held,
or shall be sent to such place by telegraph, telex or telecopy or
be delivered personally or by telephone, not later than the day
before the day on which the meeting is to be held.
SECTION 11. WAIVER OF NOTICE. - Whenever any notice is
required to be given to a director of any meeting for any purpose
under the provisions of law, the Articles of Incorporation or
these By-Laws, a waiver thereof in writing signed by the person or
persons entitled to such notice, either before or after the time
stated therein, shall be equivalent to the giving of such notice.
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A director's attendance at or participation in a meeting waives
any required notice to him of the meeting unless he at the
beginning of the meeting or promptly upon his arrival objects to
holding the meeting or transacting business at the meeting and
does not thereafter vote for or assent to action taken at the
meeting.
SECTION 12. QUORUM AND MANNER OF ACTING. - Except where
otherwise provided by law, a majority of the directors fixed by
these By-Laws at the time of any regular or special meeting shall
constitute a quorum for the transaction of business at such
meeting, and the act of a majority of the directors present at any
such meeting at which a quorum is present shall be the act of the
Board of Directors. In the absence of a quorum, a majority of
those present may adjourn the meeting from time to time until a
quorum be had. Notice of any such adjourned meeting need not be
given.
SECTION 13. ORDER OF BUSINESS. - At all meetings of the
Board of Directors business may be transacted in such order as
from time to time the Board of Directors may determine.
SECTION 14. COMMITTEES. - In addition to the executive
committee authorized by Article III of these By-Laws, other
committees, consisting of two or more directors, may be designated
by the Board of Directors by a resolution adopted by the greater
number of (i) a majority of all directors in office at the time
the action is being taken or (ii) the number of directors required
to take action under Article II, Section 12 hereof. Any such
committee, to the extent provided in the resolution of the Board
of Directors designating the committee, shall have and may
exercise the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, except
as limited by law.
ARTICLE III
EXECUTIVE COMMITTEE
SECTION 1. HOW CONSTITUTED AND POWERS. - The Board of
Directors, by resolution adopted pursuant to Article II, Section
14 hereof, may designate, in addition to the chairman of the
Board of Directors, one or more directors to constitute an
executive committee, who shall serve during the pleasure of the
Board of Directors. The executive committee, to the extent
provided in such resolution and permitted by law, shall have and
may exercise all of the authority of the Board of Directors.
SECTION 2. ORGANIZATION, ETC. - The executive committee may
choose a chairman and secretary. The executive committee shall
keep a record of its acts and proceedings and report the same from
time to time to the Board of Directors.
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SECTION 3. MEETINGS. - Meetings of the executive
committee may be called by any member of the committee. Notice of
each such meeting, which need not specify the business to be
transacted thereat, shall be mailed to each member of the
committee, addressed to his residence or usual place of business,
at least two days before the day on which the meeting is to be
held or shall be sent to such place by telegraph, telex or
telecopy or be delivered personally or by telephone, not later
than the day before the day on which the meeting is to be held.
SECTION 4. QUORUM AND MANNER OF ACTING. - A majority of
the executive committee shall constitute a quorum for transaction
of business, and the act of a majority of those present at a
meeting at which a quorum is present shall be the act of the
executive committee. The members of the executive committee shall
act only as a committee, and the individual members shall have no
powers as such.
SECTION 5. REMOVAL. - Any member of the executive
committee may be removed, with or without cause, at any time, by
the Board of Directors.
SECTION 6. VACANCIES. - Any vacancy in the executive
committee shall be filled by the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. - The officers of the Corporation shall
be a chairman of the Board of Directors, a deputy chairman of the
Board of Directors (if elected by the Board of Directors), a
president, one or more vice chairmen of the Board of Directors (if
elected by the Board of Directors), one or more vice presidents
(one or more of whom may be designated executive vice president or
senior vice president), a treasurer, a controller, a secretary,
one or more assistant treasurers, assistant controllers and
assistant secretaries and such other officers as may from time to
time be chosen by the Board of Directors. Any two or more offices
may be held by the same person.
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. -
All officers of the Corporation shall be chosen annually by the
Board of Directors, and each officer shall hold office until his
successor shall have been duly chosen and qualified or until he
shall resign or shall have been removed in the manner hereinafter
provided. The chairman of the Board of Directors, the deputy
chairman of the Board of Directors (if any), the president and the
vice chairmen of the Board of Directors (if any) shall be chosen
from among the directors.
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SECTION 3. VACANCIES. - If any vacancy shall occur among
the officers of the Corporation, such vacancy shall be filled by
the Board of Directors.
SECTION 4. OTHER OFFICERS, AGENTS AND EMPLOYEES - THEIR
POWERS AND DUTIES. - The Board of Directors may from time to time
appoint such other officers as the Board of Directors may deem
necessary, to hold office for such time as may be designated by it
or during its pleasure, and the Board of Directors or the chairman
of the Board of Directors may appoint, from time to time, such
agents and employees of the Corporation as may be deemed proper,
and may authorize any officers to appoint and remove agents and
employees. The Board of Directors or the chairman of the Board of
Directors may from time to time prescribe the powers and duties of
such other officers, agents and employees of the Corporation.
SECTION 5. REMOVAL. - Any officer, agent or employee of
the Corporation may be removed, either with or without cause, by a
vote of a majority of the Board of Directors or, in the case of
any agent or employee not appointed by the Board of Directors, by
a superior officer upon whom such power of removal may be conferred
by the Board of Directors or the chairman of the Board of
Directors.
SECTION 6. CHAIRMAN OF THE BOARD OF DIRECTORS. - The
chairman of the Board of Directors shall preside at meetings of
the stockholders and of the Board of Directors and shall be a
member of the executive committee. He shall be the chief
executive officer of the Corporation and shall be responsible to
the Board of Directors. Subject to the Board of Directors, he
shall be responsible for the general management and control of the
business and affairs of the Corporation. He shall see that all
orders and resolutions of the Board of Directors are carried into
effect. He shall from time to time report to the Board of
Directors on matters within his knowledge which the interests of
the Corporation may require be brought to its notice. He shall do
and perform such other duties from time to time as may be assigned
to him by the Board of Directors.
SECTION 7. DEPUTY CHAIRMAN OF THE BOARD OF DIRECTORS. -
In the absence of the chairman of the Board of Directors, the deputy
chairman of the Board of Directors shall preside at meetings of the
stockholders and of the Board of Directors. He shall be a member of
the executive committee. He shall be responsible to the chairman of
the Board of Directors and shall perform such duties as shall be
assigned to him by the chairman of the Board of Directors. He shall
from time to time report to the chairman of the Board of Directors
on matters within his knowledge which the interests of the Corporation
may require be brought to his notice.
SECTION 8. PRESIDENT. - In the absence of the chairman of
the Board of Directors and the deputy chairman of the Board of
Directors (if any), the president shall preside at meetings of the
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stockholders and of the Board of Directors. He shall be a member
of the executive committee. He shall be the chief operating officer
of the Corporation, responsible to the chairman of the Board of
Directors and shall devote himself to the Corporation's operations
under the basic policies set by the Board of Directors and the
chairman of the Board of Directors. He shall from time to time report
to the chairman of the Board of Directors on matters within his
knowledge which the interests of the Corporation may require be
brought to his notice. In the absence of the chairman of the Board
of Directors and the deputy chairman of the Board of Directors (if
any), he shall have all of the powers and the duties of the
chairman of the Board of Directors. He shall do and perform such
other duties from time to time as may be assigned to him by the
Board of Directors or by the chairman of the Board of Directors.
SECTION 9. VICE CHAIRMEN OF THE BOARD OF DIRECTORS. - In
the absence of the chairman of the Board of Directors, the deputy
chairman of the Board of Directors (if any) and the president, the
vice chairman of the Board of Directors designated for such purpose
by the chairman of the Board of Directors shall preside at meetings
of the stockholders and of the Board of Directors. Each vice chairman
of the Board of Directors shall be responsible to the chairman of the
Board of Directors. Each vice chairman of the Board of Directors shall
from time to time report to the chairman of the Board of Directors on
matters within his knowledge which the interests of the Corporation
may require be brought to his notice. In the absence or inability to
act of the chairman of the Board of Directors, the deputy chairman of
the Board of Directors (if any) and the president, such vice chairman
of the Board of Directors as the chairman of the Board of Directors may
designate for the purpose shall have the powers and discharge the duties
of the chairman of the Board of Directors. In the event of the failure
or inability of the chairman of the Board of Directors to so designate
a vice chairman of the Board of Directors, the Board of Directors may
designate a vice chairman of the Board of Directors who shall have the
powers and discharge the duties of the chairman of the Board of Directors.
SECTION 10. VICE PRESIDENTS. - The vice presidents of the
Corporation shall assist the chairman of the Board of Directors,
the deputy chairman of the Board of Directors, the president and
the vice chairmen of the Board of Directors in carrying out their
respective duties and shall perform those duties which may from
time to time be assigned to them.
SECTION 11. TREASURER. - The treasurer shall have charge
of the funds, securities, receipts and disbursements of the
Corporation. He shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such
banks or trust companies or with such bankers or other
depositaries as the Board of Directors may from time to time
designate. He shall render to the Board of Directors, the
chairman of the Board of Directors, the deputy chairman of the
Board of Directors, the president, the vice chairmen of the Board
of Directors, and the chief financial
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officer, whenever required by any of them, an account of all of
his transactions as treasurer. If required, he shall give a bond
in such sum as the Board of Directors may designate, conditioned
upon the faithful performance of the duties of his office and the
restoration to the Corporation at the expiration of his term of
office or in case of his death, resignation or removal from
office, of all books, papers, vouchers, money or other property
of whatever kind in his possession or under his control belonging
to the Corporation. He shall perform such other duties as from
time to time may be assigned to him.
SECTION 12. ASSISTANT TREASURERS. - In the absence or
disability of the treasurer, one or more assistant treasurers
shall perform all the duties of the treasurer and, when so acting,
shall have all the powers of, and be subject to all restrictions
upon, the treasurer. Each assistant treasurer shall also perform
such other duties as from time to time may be assigned to him.
SECTION 13. SECRETARY. - The secretary shall keep the
minutes of all meetings of the stockholders and of the Board of
Directors in a book or books kept for that purpose. He shall keep
in safe custody the seal of the Corporation, and shall affix such
seal to any instrument requiring it. The secretary shall have
charge of such books and papers as the Board of Directors may
direct. He shall attend to the giving and serving of all notices
of the Corporation and shall also have such other powers and
perform such other duties as pertain to his office, or as the Board
of Directors, the chairman of the Board of Directors, the deputy
chairman of the Board of Directors, the president or any vice
chairman of the Board of Directors may from time to time
prescribe.
SECTION 14. ASSISTANT SECRETARIES. - In the absence or
disability of the secretary, one or more assistant secretaries
shall perform all of the duties of the secretary and, when so
acting, shall have all of the powers of, and be subject to all the
restrictions upon, the secretary. Each assistant secretary shall
also perform such other duties as from time to time may be
assigned to him.
SECTION 15. CONTROLLER. - The controller shall be
administrative head of the controller's department. He shall be
in charge of all functions relating to accounting, auditing and
the preparation and analysis of budgets and statistical reports
and shall establish, through appropriate channels, recording and
reporting procedures and standards pertaining to such matters. He
shall report to the chief financial officer and shall aid in
developing internal corporate policies whereby the business of the
Corporation shall be conducted with the maximum safety, efficiency
and economy, and he shall be available to all departments of the
Corporation for advice and guidance in the interpretation and
application of policies which are within the scope of his
authority. He shall perform such other duties as from time to
time may be assigned to him.
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SECTION 16. ASSISTANT CONTROLLERS. - In the absence or
disability of the controller, one or more assistant controllers
shall perform all of the duties of the controller and, when so
acting, shall have all of the powers of, and be subject to all the
restrictions upon, the controller. Each assistant controller
shall also perform such other duties as from time to time may be
assigned to him.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. CONTRACTS. - The chairman of the Board of
Directors, the deputy chairman of the Board of Directors, the
president, any vice chairman of the Board of Directors, any vice
president, the treasurer and such other persons as the Board of
Directors may authorize shall have the power to execute any
contract or other instrument on behalf of the Corporation; no
other officer, agent or employee shall, unless otherwise in
these By-Laws provided, have any power or authority to bind the
Corporation by any contract or acknowledgement, or pledge its
credit or render it liable pecuniarily for any purpose or to any
amount.
SECTION 2. LOANS. - The chairman of the Board of
Directors, the deputy chairman of the Board of Directors, the
president, any vice chairman of the Board of Directors, any vice
president, the treasurer and such other persons as the Board of
Directors may authorize shall have the power to effect loans and
advances at any time for the Corporation from any bank, trust
company or other institution, or from any corporation, firm or
individual, and for such loans and advances may make, execute and
deliver promissory notes or other evidences of indebtedness of
the Corporation, and, as security for the payment of any and all
loans, advances, indebtedness and liability of the Corporation,
may pledge, hypothecate or transfer any and all stocks,
securities and other personal property at any time held by the
Corporation, and to that end endorse, assign and deliver the
same.
SECTION 3. VOTING OF STOCK HELD. - The chairman of the
Board of Directors, the deputy chairman of the Board of Directors,
the president, any vice chairman of the Board of Directors, any
vice president or the secretary may from time to time appoint an
attorney or attorneys or agent or agents of the Corporation to
cast the votes that the Corporation may be entitled to cast as a
stockholder or otherwise in any other corporation, any of whose
stock or securities may be held by the Corporation, at meetings
of the holders of the stock or other securities of such other
corporation, or to consent in writing to any action by any other
such corporation, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed on behalf of the
Corporation such written proxies, consents, waivers
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or other instruments as such officer may deem necessary or proper
in the premises; or the chairman of the Board of Directors, the
president, any vice chairman of the Board of Directors, any vice
president or the secretary may himself attend any meeting of the
holders of stock or other securities of such other corporation and
thereat vote or exercise any and all powers of the Corporation as
the holder of such stock or other securities of such other
corporation.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
Certificates representing shares of the Corporation shall be
signed by the chairman of the Board of Directors, the deputy
chairman of the Board of Directors, or the president of the
Corporation and the secretary or an assistant secretary. Any and
all signatures on such certificates, including signatures of
officers, transfer agents and registrars, may be facsimile.
ARTICLE VII
DIVIDENDS
The Board of Directors may declare dividends from funds of
the Corporation legally available therefor.
ARTICLE VIII
SEAL
The Board of Directors shall provide a suitable seal or
seals, which shall be in the form of a circle, and shall bear
around the circumference the words "Philip Morris Companies Inc."
and in the center the word and figures "Virginia, 1985".
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall be the calendar
year.
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ARTICLE X
AMENDMENTS
The power to alter, amend or repeal the By-Laws of the
Corporation or to adopt new By-Laws shall be vested in the Board of
Directors, but By-Laws made by the Board of Directors may be
repealed or changed by the stockholders, or new By-Laws may be
adopted by the stockholders, and the stockholders may prescribe
that any By-Laws made by them shall not be altered, amended or
repealed by the directors.
ARTICLE XI
EMERGENCY BY-LAWS
If a quorum of the Board of Directors cannot be readily
assembled because of some catastrophic event, and only in such
event, these By-Laws shall, without further action by the Board of
Directors, be deemed to have been amended for the duration of such
emergency, as follows:
SECTION 1. SECTION 6 OF ARTICLE II SHALL READ AS FOLLOWS:
Any vacancy occurring in the Board of
Directors may be filled by the affirmative
vote of a majority of the directors present
at a meeting of the Board of Directors
called in accordance with these By-Laws.
SECTION 2. THE FIRST SENTENCE OF SECTION 10 OF ARTICLE II
SHALL READ AS FOLLOWS:
Special meetings of the Board of Directors
shall be held whenever called by order of
the chairman of the Board of Directors or
of the president or of any vice chairman
of the Board of Directors or of any
director or of any person having the
powers and duties of the chairman of the
Board of Directors, the president or any
vice chairman of the Board of Directors.
SECTION 3. SECTION 12 OF ARTICLE II SHALL READ AS FOLLOWS:
The directors present at any regular or
special meeting called in accordance with
these By-Laws shall constitute a quorum for
the transaction of business at such
meeting, and the action of a majority of
such directors shall be the act of the
Board of Directors, provided, however,
that in the event that only one director
is present at any such meeting no action
except the election of directors shall be
taken until
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at least two additional directors
have been elected and are in
attendance.
ARTICLE XII
RESTRICTIONS ON TRANSFER
The restrictions on transfer of Rights to purchase Common
Stock contained in the Rights Agreement between the Company and
First Chicago Trust Company of New York, as Rights Agent, dated
as of October 25, 1989, are hereby authorized and imposed by these
By-Laws.
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