EXHIBIT 3
BY-LAWS OF
SANDERSON FARMS, INC.
(As amended and restated on December 2, 2004)
Article I. Name and the Location
Section 1. The name of this corporation shall be Sanderson Farms, Inc.
Section 2. Its principal office shall be located in Laurel, Mississippi.
Section 3. Other offices for the transaction of business shall be located
in such other places as the Board of Directors may from time to time determine.
Article II. Capital Stock
Section 1. The amount of capital stock shall be such amount as is
authorized by the Articles of Incorporation.
Section 2. All certificates of stock shall be signed by the Chairman of
the Board, the President and the Secretary and shall be sealed with the
corporate seal. Such signatures and seal may be facsimile if the certificate is
signed by the corporation's transfer agent or registrar.
Section 3. Transfers of stock shall be made only on the books of the
corporation or the books of the duly appointed transfer agent; an old
certificate, properly endorsed, shall be surrendered and cancelled before a new
certificate is issued.
Section 4. In case of loss or destruction of a certificate of stock, no
new certificate shall be issued in lieu thereof except upon satisfactory proof
of affidavit of such loss or destruction; and upon the giving of satisfactory
security, by bond or otherwise (if the Board of Directors so requires), against
loss to the corporation.
Article III. Stockholder meetings
Section 1. The annual meeting of stockholders shall be held each year on
such day in the month of February, or in such other month, as the Board of
Directors shall determine, at the principal office of the corporation or at such
other suitable place, within or without the State of Mississippi, and at such
convenient time as may be determined by the Board of Directors. At the annual
meeting the stockholders shall elect directors to serve until their successors
have been elected and have qualified.
Section 2. A special meeting of the stockholders, to be held at any place
at which the annual stockholders' meeting may be held, may be called at any time
by the Chairman of the Board, the Vice Chairman, the Chief Executive Officer or
the Board of Directors. It shall be the duty of the Chairman, the Vice Chairman,
the Chief Executive Officer or the Board of Directors to call such a meeting
whenever so requested or demanded by one or more stockholders holding 10% or
more of all the shares entitled to vote on any issue proposed to be considered
at the special meeting.
Section 3. Notice of the place, day and hour of all annual and special
stockholders' meetings shall be given by the Secretary of the corporation to
each stockholder entitled to vote at the meeting not fewer than ten (10) nor
more than sixty (60) days before the date of the meeting by electronic
transmission to the stockholder in a manner authorized by the stockholder or by
mailing said notice, with postage thereon prepaid, to the address of such
stockholder appearing on the stock records of the corporation. In the case of a
special meeting, the notice shall also state the purpose or purposes for which
the meeting is called.
Section 4. For the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or
entitled to demand a special meeting or to receive payment of any dividend, or
in order to make a determination of stockholders for any other proper purpose,
the Board of Directors of the corporation may fix the record date for such
purpose, but such record date may not be more than seventy (70) days before the
meeting or action requiring a determination of stockholders. If no record date
is fixed for the determination of stockholders entitled to notice of or to vote
at a meeting of stockholders, or stockholders entitled to demand a special
meeting or to receive payment of a dividend, or for any other proper purpose,
the close of business on the day before the day on which notice of the meeting
is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of stockholders
entitled to
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notice of or to vote at any meeting of stockholders has been made as provided in
this section, such determination shall be effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it must do
if the meeting is adjourned to a date more than one hundred, twenty (120) days
after the date fixed for the original meeting.
Section 5. The officer or agent having charge of the stock transfer books
for shares of the corporation shall make, no later than two (2) business days
after notice of the meeting is given for which the list was prepared, an
alphabetical list of the names of all its stockholders entitled to notice of a
stockholders' meeting. The list must be arranged by voting group (and within
each voting group by class or series of shares) and show the address of and
number of shares held by each stockholder. Such list shall be available at the
principal office of the corporation and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
available at the place identified in the meeting notice in the city where the
meeting will be held and shall be subject to the inspection of any stockholder
continuously through the meeting. The original stock transfer books shall be
prima facie evidence as to who are stockholders entitled to examine such list or
transfer books or to vote at any meeting of stockholders.
Section 6. The Chairman of the Board shall preside at all stockholder
meetings. In the event the Chairman is unable to preside, the next available
officer shall be authorized to preside in this order: Vice Chairman, Chief
Executive Officer, President, Vice President (by seniority if more than one is
elected), Treasurer or Secretary.
Section 7. Each outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of stockholders,
except to the extent that the voting rights of the shares of preferred stock are
limited or denied by the Articles of Incorporation, the Board of Directors or as
permitted by law.
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A stockholder may vote either in person or by proxy appointed by
electronic transmission or in writing by the stockholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy.
Shares standing in the name of another corporation, domestic or foreign
but not a corporation the majority of the outstanding shares of which are owned,
directly or indirectly, by this corporation, may be voted by any duly elected
officer, or any duly appointed agent, in person or by proxy, or as the Board of
Directors of this corporation may otherwise determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.
Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.
Section 8. A majority of the votes represented in person or by proxy
entitled to be cast on a matter by the voting stockholders shall constitute a
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quorum for the transaction of business at a meeting of stockholders. If a quorum
exists, action on a matter (other than the election of directors) by the
stockholders shall be approved if the votes cast favoring the action exceed the
votes cast opposing the action, unless the Articles of Incorporation, the
By-laws or the law requires a greater number of affirmative votes.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
An amendment to the Articles of Incorporation that adds, changes or
deletes a greater quorum or voting requirement must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirements then in effect or proposed to be adopted,
whichever is greater.
Directors shall be elected at such annual meeting of stockholders at which
their terms expire or at any special meeting of stockholders called for that
purpose by the affirmative vote of a majority, and not a plurality, of the
shares entitled to vote and represented, in person or by proxy, at such meeting
at which a quorum is present. There shall be no cumulative voting.
Section 9. Nominations by stockholders for the election of directors may
be made by stockholders from the floor at any annual or special meeting of
stockholders called for the election of directors if timely written notice of
such nominations has been given to the Secretary of the corporation. To be
timely, such notice must be received at the principal office of the corporation
not later than the close of business on the 15th day following the day on which
notice of the date of the meeting is given or made to stockholders in accordance
with these bylaws. A stockholder's notice to the Secretary must set forth or be
accompanied by (i) the name and address of record of the stockholder who intends
to make the nomination; (ii) a representation that the stockholder is a holder
of record of shares of the corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons
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specified in the notice; (iii) the name, age, business and residence addresses,
and principal occupation or employment of each nominee; (iv) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed by such stockholder pursuant
to the proxy rules of the Securities and Exchange Commission, as then in effect;
(v) the consent of each nominee to serve as a director of the corporation if
elected; and (vi) a representation signed by each proposed nominee that states
that such nominee meets all of the qualifications set forth in Article IV of
these bylaws.
Section 10. Only business properly brought before stockholders' meetings
in accordance with these bylaws shall be conducted at such meetings. To be
properly brought before a meeting, business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors, (b) otherwise properly before the meeting by or at the direction
of the Board of Directors, or (c) otherwise (i) properly requested to be brought
before the meeting by a stockholder of record entitled to vote in the election
of directors generally, and (ii) constitute a proper subject to be brought
before such meeting. Any stockholder who wishes to bring a matter (other than
the election of directors) before a meeting of stockholders and is entitled to
vote on such matter must deliver written notice of said stockholder's intent to
bring such matter before the meeting of stockholders so that such notice is
received by the Secretary no later than the close of business on the 15th day
following the date on which notice of the date of the meeting is given or made
to stockholders in accordance with these bylaws.
A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the meeting of stockholders (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and address,
as
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they appear on the Corporation's books, of the stockholder intending to propose
such business, (c) the class and number of shares of stock of the Corporation
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. The Chairman of a meeting shall, if the facts
warrant, determine and declare to the meeting that the business was not properly
brought before the meeting in accordance with the provisions hereof and, if he
should so determine, he shall declare such to the meeting and any such business
not properly brought before the meeting shall not be transacted.
Section 11. Action required or permitted to be taken at a stockholders'
meeting may be taken without a meeting if the action is taken by all the
stockholders entitled to vote on the action. The action must be evidenced by one
or more written consents describing the action taken, signed by all the
stockholders entitled to vote on the action, and delivered to the corporation
for inclusion in the minutes or filing with the corporate records.
If not otherwise set by the Board of Directors, the record date for
determining stockholders entitled to take action without a meeting is the date
the first stockholder signs the written consent.
A consent signed under this section has the effect of a meeting vote and
may be described as such in any document.
Article IV. Directors
Section 1. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation managed by or
under the direction of, the Board of Directors, subject to any limitation set
forth in the Articles of Incorporation, which shall consist of fifteen (15)
Directors. A majority of directors in office at any given time shall be
independent directors within the meaning of the rules and regulations of the
NASDAQ Stock Market, Inc. or the principal stock exchange on which the
Corporation's shares are traded or listed. Directors must be at least twenty-one
(21) years of age and be citizens
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of the United States, although directors need not be stockholders of the
corporation or residents of the state of Mississippi.
Section 2. The directors shall hold five (5) regular meetings, four (4) of
which shall be held on such quarterly dates as the Board or the Chairman shall
determine from time to time, and shall be held at the principal office of the
corporation in Laurel, Mississippi, or at such other place, within or without
the State of Mississippi, as may be determined by the Chairman of the Board. The
remaining one (1) regular meeting shall be held immediately after, and at the
same place as, the annual meeting of stockholders.
Section 3. Special meetings of the Board of Directors, to be held at the
principal office of the corporation in Laurel, Mississippi, or at such other
place, within or without the State of Mississippi, as may be determined by the
Board or the Chairman, may be called by the Chairman or by any two members of
the Board of Directors.
Section 4. Any or all directors may participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
Section 5. Notice as to date, time and place of all regular and special
meetings of the directors shall be given to each director, by the Secretary, at
least two (2) days prior to the time fixed for the meeting. Such notice shall be
given in any manner to each director at his usual address or location and shall
be deemed to be delivered, if mailed, when deposited four (4) days prior to the
time fixed for the meeting in the United States mail, so addressed, with postage
thereon prepaid. A director's attendance at or participation in a meeting shall
constitute a waiver of any required notice of such meeting, unless the director
at the beginning of the meeting (or promptly upon his arrival) objects to
holding
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the meeting or transacting business at the meeting and does not hereafter vote
for or assent to action taken at the meeting.
Section 6. A quorum for the transaction of business at any regular or
special meeting of the directors shall consist of a majority of the number of
directors fixed by these Bylaws.
Section 7. The directors shall elect the officers of the corporation and
fix the salary and other compensation of the Chief Executive Officer, the
President, the Treasurer and the Secretary (or such other officers who
constitute the executive officers of the Corporation); the Chief Executive
Officer, or in the absence of the Chief Executive Officer, the directors, shall
fix the salaries and other compensation of all other officers. Election of
officers shall be made at the directors' meeting following each annual
stockholders' meeting.
Section 8. Any vacancy on the Board of Directors resulting from the
removal of a director as provided in the Articles of Incorporation shall be
filled by the stockholders; provided that, if the stockholders fail to fill any
such vacancy within ninety (90) days after the date that the director was
removed, then the Board of Directors may fill such vacancy. If a vacancy occurs
on the Board of Directors for reasons other than removal by stockholders,
including a vacancy resulting from an increase in the number of directors: (a)
the stockholders may fill the vacancy; (b) the Board of Directors may fill the
vacancy; or (c) if the directors remaining in office constitute fewer than a
quorum of the Board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.
Section 9. The affirmative vote of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
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Directors, unless the Articles of Incorporation or the By-laws require the vote
of a greater number of directors.
Section 10. A director of the corporation who is present at a meeting of
the Board of Directors or a committee of the Board of Directors when corporate
action is taken shall be deemed to have assented to the action taken unless: (a)
he objects at the beginning of the meeting (or promptly upon his arrival) to
holding it or transacting business at the meeting; (b) his dissent or abstention
from the action taken is entered in the minutes of the meeting; or (c) he
delivers written notice of his dissent or abstention to the presiding officer of
the meeting before its adjournment or to the corporation immediately after
adjournment of the meeting. The right of dissent or abstention shall not be
available to a director who votes in favor of the action taken.
Section 11. Any action required or permitted to be taken at a Board of
Directors' meeting may be taken without a meeting if the action is taken by all
members of the Board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and included in
the minutes or filed with the corporate records reflecting the action taken.
Action taken under this section is effective when the last director signs
the consent, unless the consent specifies a different effective date.
A consent signed under this section has the effect of a meeting vote and
may be described as such in any document.
Section 12. A director may resign at any time by delivering written notice
to the Board of Directors, its Chairman or to the corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date.
The stockholders may remove one or more directors with or without cause
unless otherwise provided by the Articles of Incorporation. The removal of any
director of the corporation elected or appointed by the stockholders of the
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corporation or by its Board of Directors shall be effected only by the vote of
not less than two-thirds (2/3) of the total outstanding Common Stock.
Notwithstanding the foregoing, these voting requirements for director removal
shall not apply to any director elected by any class (other than Common Stock)
or series which may be or become entitled to elect a director voting as a
separate class or series, and the removal of such a director shall be governed
by the provisions relating to that class or series.
A director may be removed by the stockholders only at a meeting called for
the purpose of removing him and the meeting notice must state that the purpose,
or one of the purposes, of the meeting is removal of the director.
Section 13. The Board of Directors may create one or more committees and
appoint members of the Board of Directors to serve on them. Each committee must
have two (2) or more members, who serve at the pleasure of the Board of
Directors. The Audit Committee, the Compensation Committee and the Nominating
and Governance Committee shall be standing committees of the Board of Directors,
each of which shall in due course have separate charters approved by the Board
of Directors. There shall be such other standing and ad hoc committees as the
Board of Directors may time to time create.
The creation of a committee and appointment of members to it must be
approved by a majority of all the directors in office when the action is taken.
The provisions of the By-laws which govern meetings, action without
meetings, notice and waiver of notice, and quorum and voting requirements of the
Board of Directors, shall apply to committees and their members as well.
To the extent specified by the Board of Directors, each committee may
exercise the authority of the Board of Directors.
A committee may not, however: (a) authorize distributions; (b) approve or
propose to stockholders action that requires approval by stockholders; (c) fill
vacancies on committees of the Board of Directors; (d) amend the Articles of
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Incorporation; (e) adopt, amend or repeal by-laws; (f) approve a plan of merger
not requiring stockholder approval; (g) authorize or approve reacquisition of
shares except according to a formula or method prescribed by the Board of
Directors; or (h) authorize or approve the issuance or sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee (or a senior executive officer of the corporation) to
do so within limits specifically prescribed by the Board of Directors.
The creation of, delegation of authority to, or action by a committee does
not alone constitute compliance by a director with the standards of conduct
required by law.
Article V. Officers.
Section 1. The officers of this corporation shall be a Chairman of the
Board, a Vice Chairman of the Board (if elected by the Board at its discretion),
a Chief Executive Officer, a President, one or more Vice Presidents (if elected
by the Board at its discretion), a Secretary and a Treasurer, all of whom shall
be elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected by the Board of Directors or, in the
case of assistant officers, appointed by the officers duly elected by the Board
of Directors. Any two or more offices may be simultaneously held by the same
person.
Section 2. The officers of the corporation shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the stockholders. Officers of the corporation may also be
elected by the Board of Directors to serve until the next annual meeting, when a
new office is created by amendment to, or restatement of, these By-Laws or, in
the absence of a resignation, when an incumbent officer cannot perform the
duties conferred upon him by reason of absence or inability or unfitness to
carry out
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said duties. The election or appointment of an officer or assistant officer
shall not itself create contract rights. Officers shall serve at the pleasure of
the Board of Directors.
Section 3. An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date. If a resignation is made effective at a
later date and the corporation accepts the future effective date, it may fill
the pending vacancy before the effective date if the successor does not take
office until the effective date. An officer's resignation shall not affect the
corporation's contract rights, if any, with the officer.
Section 4. Any officer elected by the Board of Directors may be removed by
the Board of Directors at any time with or without cause whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall not affect the contract rights with the corporation, if any, of
the officer so removed. Any assistant officer appointed by another officer may
likewise be removed by such officer.
Section 5. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
Section 6. The Chairman of the Board shall preside at all directors'
meetings; shall sign all stock certificates (which signature may be by facsimile
as provided in Article II, Section 2, of these By-laws); and shall have
authority to sign on behalf of the corporation, bills, notes, receipts,
acceptances, endorsements, checks, releases, contracts and documents of every
nature and kind, to issue checks or otherwise draw upon the deposits or credits
of the corporation, excepting dividends, and to do such other acts not
specifically enumerated herein and which are not inconsistent with the purposes
of the
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business of the corporation and its charter authority or not otherwise
specifically delegated to any other officer.
Section 7. The Vice Chairman of the Board (if elected by the Board at its
discretion) shall perform all the duties of the Chairman of the Board at such
times as the Chairman is unable to perform the duties conferred upon him by
reason of absence or inability or unfitness to carry out said duties. The Vice
Chairman shall further perform such duties as may be directed to him by the
Board of Directors or any of its committees.
Section 8. The Chief Executive Officer of the corporation shall have
general supervision over the affairs of the corporation, shall perform the
duties generally conferred upon the chief executive officer of a corporation,
including the authority to conduct the affairs of the corporation and to carry
out the policies thereof; and shall have authority to sign on behalf of the
corporation, bills, notes, receipts, acceptances, endorsements, checks,
releases, contracts and documents of every nature and kind, to issue checks or
otherwise draw upon the deposits or credits of the corporation, excepting
dividends, to extend credit to persons and in amounts as he may deem advisable,
and to do such other acts not specifically enumerated herein and which are not
inconsistent with the purposes of the business of the corporation and its
charter authority or not otherwise specifically delegated to any other officer.
He shall have general charge of the office and the plant or plants of the
corporation, with authority to employ and terminate such office assistants and
employees as he may deem advisable and necessary, and to fix and pay salaries
for such employment. He shall sign all stock certificates (which signature may
be by facsimile as provided in Article II, Section 2, of these By-laws) and
shall perform all of the duties of the Chairman of the Board at such times as
the Chairman and Vice Chairman are unable to perform the duties conferred upon
them by reason of unexpected absence or the inability or unfitness to carry out
said duties. The
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Chief Executive Officer shall further perform such duties as may be directed to
him or her by the Board of Directors and shall have authority to delegate any of
the duties herein set forth. The offices of Chairman of the Board and Chief
Executive Officer may be combined.
Section 9. The President of the Corporation shall be the Chief Executive
Officer unless the Board of Directors has elected a different Chief Executive
Officer, in which event the President shall be the Chief Operating Officer and,
in that capacity, shall have such duties and responsibilities as shall be
assigned to him or her by the Board of Directors or the Chief Executive Officer
and shall perform the duties of the Chief Executive Officer at such times as the
Chief Executive Officer is unable to perform them by reason of unexpected
absence or the inability or unfitness to carry out said duties.
Section 10. The Board of Directors may elect one or more Vice
President(s), who shall perform such duties as may be directed to them by the
Chief Executive Officer, the President or by the Board of Directors. If there is
more than one vice president, the Board of Directors may designate an order of
seniority among them. If the President is unable to perform his or her duties by
reason of unexpected absence or his or her inability or unfitness to carry out
said duties, then those duties shall be performed by the Vice President if there
is but one, or by the most senior Vice President is there is more than one and
the Board has designated their seniority; or, if not, by the Vice President
specially designated by the Board of Directors to perform such duties.
Section 11. The Secretary shall issue notices of all directors' and
stockholders' meetings, and shall attend and keep the minutes of the same; shall
have charge of all corporate books, records and papers; shall be the custodian
of the corporate seal; shall authenticate records of the corporation; shall
attest with his signature and impress with the corporate seal all stock
certificates (which signature and seal may be facsimile as provided in Article
II, Section 2,
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of these By-laws) and written contracts of the corporation, but such attestation
shall not be limited to the Secretary and the absence of such attestation shall
not affect the legal validity of any written contracts; and shall perform all
other such duties as are incidental to his office and that may be specifically
delegated to his office.
Section 12. The Treasurer shall have custody of all monies and securities
of the corporation, and he shall keep regular books of account and shall submit
them, together with all his vouchers, receipts, records and other papers to the
directors for their examination and approval as often as they may require. The
Treasurer, or such other officer, if any, who has been designated as the chief
financial officer by the Board of Directors, shall have the fiscal
responsibility for the affairs of the corporation, including future operations,
and shall from time to time propose or otherwise institute such fiscal policy as
may be determined by the Board of Directors.
Section 13. The duties of the Secretary or Treasurer or any part thereof
may be from time to time delegated by the Secretary or Treasurer, with the
consent of the Board of Directors, to an Assistant Secretary or Assistant
Treasurer. The Assistant Secretary or Assistant Treasurer shall have the
authority to perform such acts as may be delegated to him by the Secretary or
Treasurer with the consent of the Board of Directors.
Section 14. As assigned and directed by the Board of Directors, the Vice
President(s), the Secretary or the Treasurer shall perform those duties of the
Chairman, the Vice Chairman, the Chief Executive Officer or the President at
such times as the Chairman, the Vice Chairman, the Chief Executive Officer or
the President is unable to perform the duties conferred upon him by reason of
absence or inability or unfitness to carry out said duties.
Article VI. Indemnification of Directors, Officers and Other Persons
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Section 1. The Corporation shall indemnify its directors, officers, those
employees of the Corporation appointed by the President to serve on the
Corporation's Executive Committee and those employees selected by the Executive
Committee to be the Division Managers, to the fullest extent permitted by law,
except in an action brought directly by the Corporation against such person.
Section 2. To the extent permitted by law, the right to indemnification
conferred in this Article (a)shall apply to acts or omissions antedating the
adoption of this Article; (b)shall be severable; (c)shall continue as to a
person who has ceased to be such director, officer or employee; and (d) shall
inure to the benefit of the heirs, executors and administrators of such person.
Section 3. This article may be repealed or amended from time to time by
the Board of Directors with or without shareholder approval; provided however,
that no such repeal or amendment shall limit the right to indemnification
conferred in this Article for liability for acts or omissions which occurred
prior to the time of such repeal or amendment.
Section 4. If the Corporation indemnifies or advances expenses to a
director under this Article, the Corporation shall, if required by Section
79-4-16.21(a) of the Mississippi Code of 1972, as amended, report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholder meeting.
Article VII. Dividends and Finance.
Section 1. Dividends may be declared from time to time by resolution of
the Board of Directors; but no dividends shall be paid if, after giving them
effect, (a) the corporation would not be able to pay its debts as they become
due in the usual course of business; or (b) the corporation's total assets would
be less than the sum of its total liabilities plus (unless the Articles of
Incorporation permit otherwise) the amount that would be needed, if the
corporation were to be dissolved at the time of the distribution, to satisfy the
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preferential rights upon dissolution of stockholders whose preferential rights
are superior to those receiving the distribution.
Section 2. The funds of the corporation shall be deposited in those
depository institutions designated by the Board of Directors, and such funds may
be withdrawn upon the check or demand of either the Chief Executive Officer, the
President, the Vice President(s), the Secretary or the Treasurer or by authority
granted to some other individual by the Chairman of the Board, the Vice Chairman
of the Board, or the President or the Executive Vice President (if any) and one
other officer of the corporation by appropriate notice directed to any such
banking institution or trust company.
Article VIII. Contracts and Loans.
The Board of Directors may authorize any officer or officers, and any
agent or agents to enter into any contract, make any loan or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to a specific instance.
Article IX. Fiscal Year.
The fiscal year of the corporation shall end on the 31st day of October in
each year.
Article X. Corporate Seal.
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
the state of incorporation and the words "Corporate Seal." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
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Article XI. Waiver of Notice.
Whenever any notice is required to be given to any stockholder or director
of the corporation under the provisions of these By-laws or under the provisions
of the Articles of Incorporation or under the provisions of the Mississippi
Business Corporation Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the date and time
stated in the notice, and filed with the minutes or corporate records, shall be
equivalent to the giving of such notice.
Article XII. Transfer Agent.
The Board of Directors shall be authorized, in its discretion, to contract
with and employ a securities transfer agent, either within or without the State
of Mississippi for the general purposes of issuing and cancelling stock and
other security certificates of the corporation, of transfer processing and of
other related security services. The services of any security transfer agent,
for which the Board may contract, may include, but not be limited to, all
security processing, stockholder record-keeping, election processing, dividend
payment, dividend reinvestment, tax information, notices and proxies, securities
regulation reporting, and corporate reorganization work related to securities.
Any transfer agent, if employed, shall be authorized and empowered to affix
official signatures and the seal of the corporation to stock and other security
certificates by facsimile and to sign on its behalf any and all stock and other
security certificates issued by the corporation.
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Article XIII. Amendments.
These By-laws may be altered, amended or repealed or new By-laws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors. Any alteration, amendment or repeal of, or any addition to, these
By-laws which affects classes of directors, the filling of vacancies on the
Board of Directors, the removal of directors, super majority voting
requirements, cumulative voting and classes of stock including preferences,
limitations and relative rights thereof shall require an affirmative vote of
two-thirds (2/3) or more of all the directors in office when the action is
taken; provided that such two-thirds (2/3) vote shall not be required for any
such alteration, amendment or repeal of, or any addition to, these By-laws at a
time when no person, corporation or entity, other than a member of the Sanderson
Family (as such term is defined in Article NINTH of the Articles of
Incorporation), beneficially owns (as such term is defined in Article NINTH of
the Articles of Incorporation) 20% or more of the outstanding shares of Common
Stock of the corporation or 20% or more of the total voting power of the
corporation entitled to vote on any such matter at a meeting of stockholders.
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