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EXHIBIT 3.2
BYLAWS
OF
LANCE, INC.
(As Amended Through Directors Meeting Held April 21, 1995)
ARTICLE I - OFFICES
Section 1.1 PRINCIPAL OFFICE. The principal office of the
Corporation shall be located at 8600 South Boulevard, Charlotte, Mecklenburg
County, North Carolina.
Section 1.2 REGISTERED OFFICE. The registered office of the
Corporation required by law to be maintained in the State of North Carolina
shall be identical with the principal office.
Section 1.3 OTHER OFFICES. The Corporation may have offices at such
other places, either within or without the State of North Carolina as the Board
of Directors may from time to time determine, or as the affairs of the
Corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
Section 2.1 PLACE OF MEETINGS. All meetings of shareholders shall be
held at the principal office of the Corporation, or at such other place, either
within or without the State of North Carolina, as shall be designated by the
Board of Directors.
Section 2.2 ANNUAL MEETINGS. The annual meeting of the shareholders
shall be held on the third Friday in April in each year, at 2:00 o'clock p.m.
for the purpose of electing directors of the Corporation and for the
transaction of such other business as may properly be brought before the
meeting.
Section 2.3 SUBSTITUTE ANNUAL MEETINGS. If the annual meeting shall
not be held on the day designated by these Bylaws, a substitute annual meeting
may be called in accordance with the provisions of Section 2.4. A meeting so
called shall be designated and treated for all purposes as the annual meeting.
Section 2.4 SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time by the President or by the Board of Directors of the
Corporation.
Section 2.5 NOTICE OF MEETINGS. Written or printed notice stating
the time and place of the meeting shall be delivered not less than 10 nor more
than 60 days before the date thereof, either personally or by mail, at the
direction of the President, the Board of Directors, or other person calling the
meeting, to each shareholder of record entitled to vote at such meeting.
In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called. In the case of
an annual meeting, the notice of meeting need not specifically state the
purpose or purposes thereof or the business to be transacted thereat unless
such statement is expressly required by the provisions of these Bylaws or by
applicable law.
If a meeting is adjourned for more than 120 days after the date fixed for the
original meeting, or if a new record date is fixed for the adjourned meeting,
or if the date, time and place for the adjourned meeting is not announced prior
to adjournment, then notice of the adjourned meeting shall be given as in the
case of an original meeting; otherwise, it is not necessary to give any notice
of the adjourned meeting other than by announcement at the meeting at which the
adjournment is taken.
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A shareholder's attendance at a meeting constitutes a waiver by such
shareholder of (a) objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting, and (b) objection
to consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the notice of the meeting, unless the
shareholder objects to considering the matter before it is voted upon.
Section 2.6 RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may fix in advance a date as
the record date for any such determination of shareholders, such record date in
any case to be not more than 70 days immediately preceding the date of the
meeting or the date on which the particular action, requiring such
determination of shareholders, is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, the close of business on the
day before the date on which notice of the meeting is first mailed to
shareholders shall be the record date for such determination of shareholders.
A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless
the Board of Directors fixes a new record date for the adjourned meeting, which
it must do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.
Section 2.7 SHAREHOLDERS' LIST. Not later than two business days
after the date notice of a meeting of shareholders is first given, the
Secretary or other officer or person having charge of the stock transfer books
of the Corporation shall prepare an alphabetical list of the shareholders
entitled to notice of such meeting, with the address of and number of shares
held by each shareholder, which list shall be kept on file at the principal
office of the Corporation (or such other place in the city where the meeting is
to be held as may be identified in the notice of the meeting) for the period
commencing two business days after notice of the meeting is first given and
continuing through such meeting, and which list shall be available for
inspection by any shareholder, or his or her agent or attorney, upon his or her
demand, at any time during regular business hours. This list shall also be
produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder, or his or her agent or attorney,
during the whole time of the meeting and any adjournment thereof.
Section 2.8 QUORUM. The holders of shares entitled to a majority of
votes entitled to be cast (as described in Section 2.10), present in person or
represented by proxy, shall constitute a quorum at all meetings of shareholders
for purposes of acting on any matter for which action by the shareholders is
required. If there is no quorum at the opening of a meeting of shareholders,
such meeting may be adjourned from time to time by the vote of a majority of
the shares voting on the motion to adjourn; and, at any adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the original meeting.
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
thereof unless a new record date is or must be set for that adjourned meeting.
Section 2.9 ORGANIZATION. Each meeting of shareholders shall be
presided over by the President, or, in the absence or at the request of the
President, by such other officer as the President or the Board of Directors may
designate, or in their absence and in the absence of such designation, by any
person selected to preside by plurality vote of the shares represented and
entitled to vote at
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the meeting. The Secretary, or in the absence or at the request of the
Secretary, any person designated by the person presiding at the meeting, shall
act as secretary of the meeting.
Section 2.10 VOTING OF SHARES. Except as otherwise provided in the
Articles of Incorporation, each outstanding share having the right to vote on a
matter or matters submitted to a vote at a meeting of shareholders shall be
entitled to one vote on each such matter. A shareholder may vote in person or
by proxy.
Except in the election of directors (as provided in Section 3.4), if a quorum
exists, action on a matter by the shareholders entitled to vote on the matter
is approved by such shareholders if the votes cast favoring the action exceed
the votes cast opposing the action, unless a greater number of affirmative
votes is required by law or the Articles of Incorporation or a Bylaw adopted by
the shareholders.
Voting on all matters including the election of directors shall be by voice
vote or by a show of hands unless, as to any matter, the holders of shares
entitled to at least 25% of the votes of shares represented at the meeting and
entitled to vote on that matter shall demand, prior to the voting on such
matter, a ballot vote on such matter.
Section 2.11 ACTION WITHOUT MEETING. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if one or more written consents, setting forth the action so taken,
shall be signed by all of the persons who would be entitled to vote upon such
action at a meeting, whether before or after the action so taken, and delivered
to the Corporation to be included in the corporate minute book or filed with
the corporate records. Such consent has the same effect as a meeting vote and
may be described as such in any document.
Section 2.12 VOTING INSPECTORS. The Board of Directors in advance of
any meeting of shareholders may appoint one or three voting inspectors to act
at any such meeting or adjournment thereof, and in the absence of such
appointment, the officer or person acting as chairman of the meeting may, and
shall if so requested by any shareholder or proxy holder, make such
appointment. Any vacancy, whether from refusal to act or otherwise, may be
filled by appointment of the chairman of the meeting. If there are three
inspectors, the decision or certificate of any two shall be effective as the
act of all.
The voting inspectors shall determine the number of shares outstanding, the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the authenticity, validity and effect of proxies, receive votes,
ballots, assents or consents, hear and determine all challenges and questions
in any way arising in connection with the vote, count and tabulate all votes,
assents and consents, determine and announce the result, and do such acts as
may be proper to conduct the election or vote with fairness to all
shareholders. On request, the inspectors shall make a report in writing of any
challenge, question or matter determined by them and make and execute a
certificate of any fact found by them.
The certificate of the inspectors shall be prima facie evidence of the facts
stated therein and of the vote as certified by them, unless overruled by a vote
of a majority of the shares represented at the meeting exclusive of the shares
as to which there is a controversy.
ARTICLE III - DIRECTORS
Section 3.1 GENERAL POWERS. The business and affairs of the
Corporation shall be managed by the Board of Directors or by such Executive
Committee or other committees of the Board as the Board may establish pursuant
to these Bylaws.
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Section 3.2 NUMBER, TERM AND QUALIFICATIONS. The number of directors
of the Corporation shall not be less than 12 nor more than 16, the exact number
of authorized directors (in this Section sometimes referred to as the entire
Board) to be determined from time to time by resolution adopted by a majority
of the entire Board, and such exact number shall be 16 until otherwise
determined by resolution adopted by a majority of the entire Board. In the
event that the number of authorized directors is increased by such a
resolution, the vacancy or vacancies so resulting shall be filled by the
shareholders. Any such vacancy or vacancies not filled by the shareholders may
be filled by a vote of a majority of the directors then in office. A decrease
in the number of authorized directors shall not of itself remove any director
prior to the expiration of his term of office. The directors shall be divided
into three classes, each class to be as nearly equal in number as possible, to
serve for terms of three years and until their successors shall be elected and
shall qualify. In the event of any increase in the authorized number of
directors, the additional directors shall be so classified that all classes of
directors shall be increased equally, as nearly as possible, and, in the event
of any decrease in the authorized number of directors, all classes of directors
shall be decreased equally, as nearly as possible. In the event of the death,
resignation, retirement, removal or disqualification of a director during the
director's elected term of office, the successor shall be elected to serve only
until the next meeting of shareholders at which directors are elected.
Directors need not be residents of the State of North Carolina or shareholders
of the Corporation.
Section 3.3 ELECTION OF DIRECTORS. Except as provided in Section
3.6, directors shall be elected at the annual meeting of shareholders.
Section 3.4 VOTING FOR DIRECTORS. Directors shall be elected by a
plurality of the votes cast by the shares entitled to vote in the election of
directors at a meeting at which a quorum is present. Except as provided in the
Articles of Incorporation or required by applicable law, shareholders have no
right to cumulate their votes for directors.
Section 3.5 REMOVAL. Directors may be removed from office with or
without cause by a vote of shareholders holding at least seventy-five percent
(75%) of the shares entitled to vote at an election of directors. However,
unless the entire Board is removed, an individual director may not be removed
if the number of shares voting against the removal would be sufficient to elect
a director if such shares were voted cumulatively at an annual election,
provided the right to cumulative voting exists under Section 4 above (Section
3.4). If any directors are so removed, new directors may be elected at the
same meeting.
Section 3.6 VACANCIES. A vacancy occurring in the Board of
Directors, including positions not filled by the shareholders or those
resulting from an increase in the number of directors, may be filled by a
majority of the remaining directors, though less than a quorum, or by the sole
remaining director. The shareholders may elect a director at any time to fill
any vacancy not filled by the directors.
Section 3.7 OFFICERS OF MEETINGS. There may be a Chairman of the
Board of Directors elected by the directors from their number at any meeting of
the Board. The Chairman of the Board shall serve for a term of one year or
until his successor is elected. The Chairman of the Board may be removed by
the vote of a majority of the number of directors then in office. The Chairman
of the Board shall preside at all meetings of the Board of Directors and
perform such other duties as may be prescribed by the Board. If a Chairman of
the Board is not elected, then the President, if present, shall preside at all
meetings of the Board of Directors. In the President's absence, the next
officer in due order who may be present shall preside. For the purpose of this
Article III, the due order of presiding shall be as follows: Chairman of the
Board, President, Executive Vice-President, Vice-President, Secretary and
Treasurer. The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall keep a record of the proceedings of all directors' meetings.
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Section 3.8 COMMITTEES. The Board of Directors, by resolution
adopted by a majority of the number of directors then in office, may designate
and appoint from among its members one or more Committees, each consisting of
two or more directors, who shall serve as members of such Committee at the
pleasure of the Board of Directors. Each such Committee, to the extent
provided in such resolution, shall have and may exercise all of the authority
of the Board of Directors in the management of the Corporation, except that no
such Committee shall have authority to: (a) authorize dividends or other
distributions not permitted by applicable law to be authorized by a Committee;
(b) approve or propose to shareholders action that applicable law requires to
be approved by shareholders; (c) fill vacancies on the Board of Directors or on
any Committee; (d) amend the Articles of Incorporation; (e) adopt, amend or
repeal bylaws; (f) approve a plan of merger not requiring shareholder approval;
(g) authorize or approve reacquisition of shares, except according to a formula
or method prescribed by the Board of Directors; (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 to do so within limits specifically prescribed by the Board
of Directors); or (i) amend or repeal any resolution of the Board of Directors
that by its terms provides that it is not so amendable or repealable. Nothing
herein shall preclude the Board of Directors from establishing and appointing
any committee, whether of directors or otherwise, not having or exercising the
authority of the Board of Directors.
Section 3.9 DIRECTORS EMERITUS. The Board of Directors may elect one
or more Directors Emeritus by a majority vote of the entire Board. The
position of Director Emeritus shall be an honorary position limited to persons
who have previously served as members of the Board of Directors. Each
Director Emeritus shall serve for a term extending until the next Annual
Meeting of Directors and may be re-elected for as many successive terms as the
Board of Directors determines. A Director Emeritus shall not be considered a
member of the Board of Directors for any purpose, shall not be considered in
determining the presence of a quorum and shall not be entitled to vote.
ARTICLE IV - MEETINGS OF DIRECTORS
Section 4.1 REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held immediately after, and at the same place as, the annual
meeting of shareholders. In addition, the Board of Directors may provide, by
resolution, the time and place, either within or without the State of North
Carolina, for the holding of additional regular meetings.
Section 4.2 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President or any five directors of the Corporation. Such meetings may be held
either within or without the State of North Carolina.
Section 4.3 NOTICE OF MEETINGS. Regular meetings of the Board of
Directors may be held without notice.
The person or persons calling a special meeting of the Board of Directors shall
give notice of the meeting to the directors by any usual means of
communication. If such notice is given to a director in writing by mail, it
shall be mailed, correctly addressed to such director with postage prepaid, no
later than six days prior to the date of the meeting. If such notice is given
to a director in writing otherwise than by mail, it shall be given so that it
is received by such director no later than two days prior to the meeting. If
such notice is given orally to a director, it shall be communicated orally to
such director no later than two days prior to the meeting. Delivery or
completion of transmission of written notice to the address of a director shall
be deemed receipt by such director, and any such written notice given to a
director by mail that is not timely mailed shall nevertheless be valid and
effective if so received by such director no later than two days prior to the
date of the meeting.
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A director's attendance at or participation in a meeting shall constitute a
waiver by such director of notice of such meeting, unless the director at the
beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or to the transaction of business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.
Section 4.4 QUORUM. A majority of the directors fixed by these
Bylaws shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors.
Section 4.5 MANNER OF ACTING. Except as otherwise provided in these
Bylaws or required by applicable law, the affirmative vote of a majority of the
directors present at a meeting of the Board of Directors shall be the act of
the Board of Directors, if a quorum is present when the vote is taken.
Section 4.6 ORGANIZATION. Each meeting of the Board of Directors
shall be presided over by the Chairman of the Board (if there shall be a person
holding such office), or, in the absence or at the request of the Chairman of
the Board, by the President, and in their absence or at their request, by any
person selected to preside by vote of a majority of the directors present. The
Secretary, or in the absence or at the request of the Secretary, any person
designated by the person presiding at the meeting, shall act as secretary of
the meeting.
Section 4.7 ACTION WITHOUT MEETING. Action required or permitted to
be taken by the Board of Directors or a Committee at a meeting may be taken
without a meeting if one or more written consents describing the action taken
are signed by each of the directors or members of the Committee, as the case
may be, whether before or after the action so taken, and filed with corporate
records or the minutes of the proceedings of the Board or Committee. Action so
taken is effective when the last director or Committee member signs such
consent, unless the consent specifies a different effective date. Such consent
has the effect of a meeting vote and may be described as such in any document.
Section 4.8 CONFERENCE TELEPHONE MEETINGS. Any one or more directors
or members of a Committee may participate in a meeting of the Board of
Directors or a Committee by means of a conference telephone or similar
communications device which allows all persons participating in the meeting to
hear each other, and such participation in a meeting shall be deemed presence
in person at such meeting.
ARTICLE V - OFFICERS
Section 5.1 GENERAL. The officers of the Corporation shall consist
of a Chief Executive Officer (who shall be either the Chairman of the Board or
the President, as provided in these Bylaws), a President, a Secretary and a
Treasurer, and may also include a Chairman of the Board, a Chief Operating
Officer, and such Vice Presidents, Assistant Secretaries, Assistant Treasurers
and other officers as may be appointed by the Board of Directors or otherwise
provided in these Bylaws. Any two or more offices may be simultaneously held
by the same person, but no person may act in more than one capacity where
action of two or more officers is required. The title of any officer may
include any additional designation descriptive of such officer's duties as the
Board of Directors may prescribe.
Section 5.2 APPOINTMENT AND TERM. The officers of the Corporation
shall be appointed from time to time by the Board of Directors; provided, that
the Board of Directors may authorize a duly appointed officer to appoint one or
more other officers or assistant officers, other than appointment of the Chief
Executive Officer, the Chairman of the Board, the President or the Chief
Operating Officer. Each officer shall serve as such at the pleasure of the
Board of Directors.
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Section 5.3 REMOVAL. Any officer may be removed by the Board of
Directors at any time with or without cause; but such removal shall not itself
affect the contract rights, if any, of the person so removed.
Section 5.4 COMPENSATION. The compensation of all officers of the
Corporation shall be fixed by, or in the manner prescribed by, the Board of
Directors.
Section 5.5 CHIEF EXECUTIVE OFFICER. If there is a Chairman of the
Board and the Board of Directors designates the Chairman of the Board as the
Chief Executive Officer, then the Chairman of the Board shall be the Chief
Executive Officer of the Corporation. Otherwise, the President shall be the
Chief Executive Officer of the Corporation. Subject to the direction and
control of the Board of Directors, the Chief Executive Officer shall supervise
and control the management of the Corporation and shall have such duties and
authority as are normally incident to the position of chief executive officer
of a corporation and such other duties and authority as may be prescribed from
time to time by the Board of Directors or as are provided for elsewhere in
these Bylaws. The title of the Chairman of the Board or President, as the case
may be, serving as the Chief Executive Officer may, but need not, also refer to
his or her position as Chief Executive Officer.
Section 5.6 CHAIRMAN OF THE BOARD. The Board of Directors may, but
need not, appoint from among its members an officer designated as the Chairman
of the Board. If there is appointed a Chairman of the Board and such Chairman
of the Board is also designated by the Board of Directors to be the Chief
Executive Officer, then the Chairman of the Board shall have all of the duties
and authority of the Chief Executive Officer and shall also, when present,
preside over meetings of the Board of Directors. If there is a Chairman of the
Board but such Chairman of the Board is not also designated as the Chief
Executive Officer, then the Chairman of the Board shall, when present, preside
over meetings of the Board of Directors and shall have such other duties and
authority as may be prescribed from time to time by the Board of Directors or
as are provided for elsewhere in these Bylaws.
Section 5.7 CHIEF OPERATING OFFICER. If there is appointed a
Chairman of the Board who is also the Chief Executive Officer, then the
President shall be the Chief Operating Officer. If the President is the Chief
Executive Officer, then the President shall also serve as the Chief Operating
Officer unless the Board of Directors shall designate some other officer of the
Corporation as the Chief Operating Officer. Subject to the direction and
control of the Chief Executive Officer and the Board of Directors, the Chief
Operating Officer shall supervise and control the operations of the
Corporation, shall have such duties and authority as are normally incident to
the position of chief operating officer of a corporation and such other duties
as may be prescribed from time to time by the Chief Executive Officer or the
Board of Directors, and, in the absence or disability of the Chief Executive
Officer, shall have the authority and perform the duties of the Chief Executive
Officer. The title of the President or other officer serving as the Chief
Operating Officer may, but need not, also refer to his or her position as Chief
Operating Officer.
Section 5.8 PRESIDENT. Unless there is appointed a Chairman of the
Board who is also designated the Chief Executive Officer, the President shall
be the Chief Executive Officer of the Corporation and shall have all of the
duties and authority of that office. If the President is not the Chief
Executive Officer, then the President shall be the Chief Operating Officer and
shall have all of the duties and authority of that office. If the President
shall be the Chief Executive Officer and no other officer shall have been
designated by the Board of Directors as the Chief Operating Officer, then the
President shall also have all of the duties and authority of the Chief
Operating Officer. The President shall also have such other duties and
authority as may be prescribed from time to time by the Board of Directors.
Section 5.9 VICE PRESIDENT. The Vice President, and if there be more
than one, the Executive Vice President or other Vice President designated by
the Board of Directors, shall, in the absence or
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disability of the President, have the authority and perform the duties of said
office (including the duties and authority of the President as either Chief
Executive Officer or Chief Operating Officer or both, if the President serves
as such). In addition, each Vice President shall perform such other duties and
have such other powers as are normally incident to the office of Vice President
or as shall be prescribed by the Chief Executive Officer, the Chief Operating
Officer or the Board of Directors.
Section 5.10 SECRETARY. The Secretary shall have the responsibility
and authority to maintain and authenticate the records of the Corporation;
shall keep, or cause to be kept, accurate records of the acts and proceedings
of all meetings of shareholders, directors and Committees; shall give, or cause
to be given, all notices required by law and by these Bylaws; shall have
general charge of the corporate books and records and of the corporate seal,
and shall affix the corporate seal to any lawfully executed instrument
requiring it; shall have general charge of the stock transfer books of the
Corporation and shall keep, or cause to be kept, all records of shareholders as
are required by applicable law or these Bylaws; shall sign such instruments as
may require the signature of the Secretary; and, in general, shall perform all
duties incident to the office of Secretary and such other duties as may be
assigned to him or her from time to time by the Chief Executive Officer, the
Chief Operating Officer, or the Board of Directors.
Section 5.11 TREASURER. The Treasurer shall have custody of all
funds and securities belonging to the Corporation and shall receive, deposit or
disburse the same under the direction of the Board of Directors; shall keep, or
cause to be kept, full and accurate accounts of the finances of the Corporation
in books especially provided for that purpose, and shall generally have charge
over the Corporation's accounting and financial records; shall cause a true
statement of its assets and liabilities as of the close of each fiscal year,
and of the results of its operations and of cash flows for such fiscal year,
all in reasonable detail, including particulars as to convertible securities
then outstanding, to be made as soon as practicable after the end of such
fiscal year. The Treasurer shall also prepare and file, or cause to be prepared
and filed, all reports and returns required by Federal, State or local law and
shall generally perform all other duties incident to the office of Treasurer
and such other duties as may be assigned to him or her from time to time by the
Chief Executive Officer, the Chief Operating Officer or the Board of Directors.
Section 5.12 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretaries and Assistant Treasurers, if any, shall, in the absence
or disability of the Secretary or the Treasurer, respectively, have all the
powers and perform all of the duties of those offices, and they shall in
general perform such other duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the Chief Executive Officer, the Chief
Operating Officer or the Board of Directors.
Section 5.13 BONDS. The Board of Directors may by resolution require
any and all officers, agents and employees of the Corporation to give bond to
the Corporation, with sufficient sureties, conditioned on the faithful
performance of the duties of their respective offices or positions, and to
comply with such other conditions as may from time to time be required by the
Board of Directors.
ARTICLE VI - CONTRACTS, LOANS AND DEPOSITS
Section 6.1 CONTRACTS. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument on behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section 6.2 LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 6.3 CHECKS AND DRAFTS. All checks, drafts and other orders
for the payment of money issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents of
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the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 6.4 DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such depositories as the Board of Directors shall direct.
ARTICLE VII - CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 7.1 CERTIFICATES FOR SHARES. Every shareholder of the
Corporation shall be entitled to a certificate or certificates for the fully
paid shares owned by him, which certificates shall be consecutively numbered or
otherwise identified, and shall be in such form as the Board of Directors shall
determine. Each certificate shall be signed by the President, Executive
Vice-President or Vice-President and by the Secretary, Assistant Secretary,
Treasurer, or Assistant Treasurer, either manually or in facsimile, and shall
be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of any such officers upon a certificate may be in facsimile or may
be engraved or printed if the certificate is countersigned by a transfer agent
other than the Corporation itself or an employee of the Corporation. In case
any officer who has signed or whose facsimile or other signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer at the date of its issue.
Section 7.2 TRANSFER OF SHARES. Transfer of shares represented by
certificates shall be made on the stock transfer books of the Corporation only
upon the surrender of the certificates for the shares sought to be transferred
by the record holder thereof or by his or her duly authorized agent, transferee
or legal representative, or as otherwise provided by applicable law. All
certificates surrendered for transfer shall be canceled before new certificates
for the transferred shares shall be issued.
Section 7.3 LOST CERTIFICATES. The Board of Directors may authorize
the issuance of a new share certificate in place of a certificate claimed to
have been lost, destroyed or wrongfully taken, upon receipt of an affidavit of
such fact from the person claiming the loss or destruction. When authorizing
such issuance of a new certificate, the Board may require the claimant to give
the Corporation a bond in such sum and with such sureties as it may direct to
indemnify the Corporation against loss from any claim with respect to the
certificate claimed to have been lost, destroyed or wrongfully taken; or the
Board may, by resolution reciting that the circumstances justify such action,
authorize the issuance of the new certificate without requiring such a bond
with respect to a certificate claimed to have been lost or destroyed. Any such
authorization by the Board of Directors may be general or confined to specific
instances. Nothing herein shall require the Board of Directors to authorize
the issuance of any such replacement certificate under any circumstances in
which the Corporation is not required to issue such certificate, this provision
being permissive and not mandatory.
ARTICLE VIII - RECORDS AND REPORTS
Section 8.1 GENERAL. The Corporation shall keep all records and
submit and file all reports and filings as are required by applicable law.
Unless the Board of Directors otherwise directs, the Treasurer shall be
responsible for keeping, or causing to be kept, all financial and accounting
records of the Corporation and for submitting or filing, or causing to be
submitted or filed, all reports and filings of a financial or accounting
nature, and the Secretary shall be responsible for keeping, or causing to be
kept, all other records and for submitting or filing, or causing to be
submitted or filed, all other reports and filings.
The Corporation shall keep as permanent records minutes of all meetings of its
incorporators, shareholders and Board of Directors, a record of all actions
taken by the shareholders or Board of Directors without a meeting, and a record
of all actions taken by Committees of the Board of Directors.
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The Corporation shall maintain appropriate accounting records. The Corporation
or its agent shall maintain a record of its shareholders, in a form that
permits preparation of a list of the names and addresses of all shareholders,
in alphabetical order by class of shares showing the number and class of shares
held by each. The Corporation shall maintain its records in written form or in
another form capable of conversion into written form within a reasonable time.
Section 8.2 RECORDS AT PRINCIPAL OFFICE. The Corporation shall keep
a copy of the following records at the Corporation's principal office: (a) its
Articles or restated Articles of Incorporation and all amendments to them
currently in effect; (b) its Bylaws or restated Bylaws and all amendments to
them currently in effect; (c) resolutions adopted by the Board of Directors
creating one or more classes or series of shares, and fixing their relative
rights, preferences, and limitations, if shares issued pursuant to those
resolutions are outstanding; (d) the minutes of all shareholders' meetings, and
records of all action taken by shareholders without a meeting, for the past
three years; (e) all written communications to shareholders generally within
the past three years and the financial statements required by law to be made
available to the shareholders for the past three years; (f) a list of the names
and business addresses of its current directors and officers; and (g) its most
recent annual report delivered to the North Carolina Secretary of State
pursuant to the North Carolina Business Corporation Act.
Section 8.3 FINANCIAL STATEMENTS. The Corporation shall make
available to its shareholders annual financial statements, which may be
consolidated or combined statements of the Corporation and one or more of its
subsidiaries, as appropriate, that include a balance sheet as of the end of the
fiscal year, an income statement for that year, and a statement of cash flows
for the year unless that information appears elsewhere in the financial
statements. If financial statements are prepared for the Corporation on the
basis of generally accepted accounting principles, the annual financial
statements shall also be prepared on that basis.
If the annual financial statements are reported upon by a public accountant,
such accountant's report shall accompany them. If not, the statements shall be
accompanied by a statement of the President or the Treasurer or other person
responsible for the Corporation's accounting records: (a) stating his or her
reasonable belief whether the statements were prepared on the basis of
generally accepted accounting principles and, if not, describing the basis of
preparation; and (b) describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared for
the preceding year.
The Corporation shall mail the annual financial statements, or a written notice
of their availability, to each shareholder within 120 days after the close of
each fiscal year; provided that the failure of the Corporation to comply with
this requirement shall not constitute the basis for any claim of damages by any
shareholder unless such failure was in bad faith. Thereafter, on written
request from a shareholder who was not mailed the statements, the Corporation
shall mail such shareholder the latest financial statements.
Section 8.4 ANNUAL REPORT. The Corporation shall prepare and deliver
to the North Carolina Secretary of State for filing each year the annual report
required by the North Carolina Business Corporation Act. Such annual report
shall be filed each year within 60 days after the end of the month of December,
or at such other time as is then required by applicable law. The Corporation
may, and when required by law shall, file all necessary or appropriate
corrections and amendments to such annual report, and shall promptly file an
amendment to its annual report to reflect any change in the location of the
principal office of the Corporation.
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ARTICLE IX - GENERAL PROVISIONS
Section 9.1 DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and the Articles
of Incorporation of the Corporation. The Board of Directors may fix in advance
a record date for determining the shareholders entitled to a dividend. If such
record date is not fixed by the Board of Directors, the date the Board of
Directors authorizes such dividend shall be the record date.
Section 9.2 SEAL. The corporate seal of the Corporation shall
consist of two concentric circles between which is the name of the Corporation,
"LANCE, INC." at the top and "NORTH CAROLINA" at the bottom, and in the center
of which is inscribed "SEAL" at the top and "1926" at the bottom. The seal may
be used by causing it or a facsimile thereof to be impressed, affixed, stamped
or reproduced by any means. Any officer of the Corporation authorized to
execute or attest a document on behalf of the Corporation may affix or
reproduce on such document, as and for the corporate seal of the Corporation, a
seal in any other form sufficient to evidence that it is intended by such
officer to represent the corporate seal of the Corporation, in which case such
seal shall be as effective as the corporate seal in the form herein prescribed.
Section 9.3 NOTICE AND WAIVER OF NOTICE. Except as otherwise
provided in the Articles of Incorporation or these Bylaws, any notice permitted
or required to be given pursuant to these Bylaws may be given in any manner
permitted by applicable law and with the effect therein provided. Without
limiting the generality of the forgoing, written notice by the Corporation to a
shareholder is effective when deposited in the United States mail with postage
thereon prepaid and correctly addressed to the shareholder's address shown in
the Corporation's current record of shareholders.
Whenever any notice is required to be given to any shareholder or director
under applicable law or under the provisions of the Articles of Incorporation
or Bylaws, a waiver thereof in writing signed by the person or persons entitled
to such notice and included in the minutes or filed with the corporate records,
whether done before or after the time stated in the notice, shall be equivalent
to the giving of such notice.
Section 9.4 FISCAL YEAR. Unless otherwise ordered by the Board of
Directors, the fiscal year of the Corporation shall end on the last Saturday in
each calendar year.
Section 9.5 INDEMNIFICATION. Any person who at any time serves or
has served as a director of the Corporation shall have a right to be
indemnified by the Corporation to the fullest extent permitted by law against
(a) litigation expenses, including reasonable attorneys fees, actually and
necessarily incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, whether formal or informal, and whether or not brought by or
on behalf of the Corporation, arising out of his status as such director, or
his status as an officer, employee or agent of the Corporation, or his service,
at the request of the Corporation, as a director, officer, partner, trustee,
employee or agent of any other corporation, partnership, joint venture, trust
or other enterprise or as a trustee or administrator under an employee benefit
plan, or his activities in any of the foregoing capacities, and (b) reasonable
payments made by him in satisfaction of any judgment, money decree, fine
(including any excise tax assessed with respect to an employee benefit plan),
penalty or settlement for which he may have become liable in any such action,
suit or proceeding.
The Board of Directors of the Corporation shall take all such action as may be
necessary and appropriate to authorize the Corporation to pay the
indemnification required by this Bylaw, including without limitation, to the
extent needed, making a good faith evaluation of the manner in which the
claimant for indemnity acted and of the reasonable amount of indemnity due him
and giving notice to, and obtaining approval by, the shareholders of the
Corporation.
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Expenses incurred by a director in defending an action, suit or proceeding may
be paid by the 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 to pay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Corporation against such expenses.
Any person who at any time after the adoption of this Bylaw serves or has
served in any of the aforesaid capacities for or on behalf of the Corporation
shall be deemed to be doing or to have done so in reliance upon, and as
consideration for, the right of indemnification provided herein, and any
modification or repeal of these provisions for indemnification shall be
prospective only and shall not affect any rights or obligations existing at the
time of such modification or repeal. Such right shall inure to the benefit of
the legal representatives of any such person and shall not be exclusive of any
other rights to which such person may be entitled apart from the provisions of
this Bylaw and shall not be limited by the provisions for indemnification in
Sections 55-8-51 through 55-8-56 of the North Carolina Business Corporation Act
or any successor statutory provisions.
Any person who is entitled to indemnification by the Corporation hereunder
shall also be entitled to reimbursement of reasonable costs, expenses and
attorneys fees incurred in obtaining such indemnification.
Section 9.6 NORTH CAROLINA SHAREHOLDER PROTECTION ACT. The
provisions of Article 9 of Chapter 55 of the General Statutes of North
Carolina, entitled "The North Carolina Shareholder Protection Act," shall not
apply to the Corporation.
Section 9.7 CONSTRUCTION. All references in these Bylaws to
"shareholder" or "shareholders" refer to the person or persons in whose names
shares are registered in the records of the Corporation, except to the extent
that a beneficial owner of shares that are registered in the name of a nominee
is recognized by the Corporation as a "shareholder" in accordance with a
procedure therefor that the Corporation may, but need not, establish pursuant
to applicable law. All personal pronouns used in these Bylaws shall include
persons of any gender. All terms used herein and not specifically defined
herein but defined in the North Carolina Business Corporation Act shall have
the same meanings herein as given under the North Carolina Business Corporation
Act, unless the context otherwise requires.
Section 9.8 AMENDMENTS. Except as otherwise provided herein, these
Bylaws may be amended or repealed and new bylaws may be adopted by the
affirmative vote of a majority of the directors then holding office at any
regular or special meeting of the Board of Directors.
Sections 2 and 5 of Article III (Sections 3.2 and 3.5) of these Bylaws have
been adopted by the shareholders of this Corporation and may not be amended,
repealed or annulled except by a vote of the shareholders holding at least
seventy-five percent (75%) of the shares of the Corporation entitled to vote.
Amended: March 9, 1979
January 13, 1987
February 17, 1987
July 14, 1987
January 16, 1990
April 20, 1990
October 9, 1990
April 16, 1993
April 21, 1995
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