EXHIBIT 3.2
BY-LAWS
of
DEL MONTE CORPORATION
(hereinafter, the "Corporation")
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware.
Section 2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.
Section 2. Annual Meetings. The Annual Meeting of Stockholders
shall be held on such date and at such time as shall be designated from time to
time by the Board of Directors, at which meeting the stockholders shall elect a
Board of Directors and transact such other business as may properly be brought
before the meeting.
Section 3. Special Meetings. Special Meetings of stockholders
for any purpose or purposes may be called at any time by the Chairman of the
Board or the Board of Directors, but such Special Meetings may not be called by
any other person or persons. Business transacted at any Special Meeting shall be
limited to the purposes stated in the notice.
Section 4. Notice of Meetings. Notice of an Annual Meeting or
Special Meeting stating the place, date, and hour of the meeting and in the case
of a Special Meeting, the purpose or purposes for which the meeting is called,
shall be given by the Corporation either personally or by mail or by other
lawful means not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.
Section 5. Quorum. Except as otherwise provided by law or by
the Certificate of Incorporation, the holders of a majority in voting power of
the capital stock issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power
to adjourn the meeting from time to time, without notice other than announcement
at the meeting of the time, place, if any, thereof and the means of remote
communications, if any, by which stockholders may be deemed present in person at
such adjourned meeting, until a quorum shall be present or represented. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.
Section 6. Voting. Except as otherwise provided by or pursuant
to the provisions of the Certificate of Incorporation, each stockholder entitled
to vote at any meeting of stockholders shall be entitled to one vote for each
share of stock held by such stockholder which has voting power upon the matter
in question. Each stockholder entitled to vote at a meeting of stockholders or
to express consent to corporate action in writing without a meeting may
authorize another person or persons to act for such stockholder by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period. A proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by delivering to the Secretary of the Corporation a revocation of the
proxy or a new proxy bearing a later date. Voting at meetings of stockholders
need not be by written ballot. At all meetings of stockholders for the election
of directors a plurality of the votes cast shall be sufficient to elect. All
other elections and questions shall, unless otherwise provided by the
Certificate of Incorporation, these By-laws, the rules or regulations of any
stock exchange applicable to the Corporation, or applicable law or pursuant to
any regulation applicable to the Corporation or its securities, be decided by
the affirmative vote of the holders of a majority in voting power of the shares
of stock of the Corporation which are present in person or by proxy and entitled
to vote thereon.
Section 7. Action by Consent. Any action required to be taken
at any Annual or Special meeting of stockholders, or any action which may be
taken at any Annual or Special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent shall
be given by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous consent shall be given to those stockholders who have not
consented and who, if the action had been taken at a meeting, would have been
entitled to notice of the meeting if the record date for such meeting had been
the date that consents given by a sufficient number of holders to take the
action were delivered to the Corporation.
Section 8. List of Stockholders Entitled to Vote. The
Secretary shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, as required by applicable law. Except as otherwise
provided by law, the stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.
Section 9. Organization. At every meeting of stockholders, the
Chairman of the Board, if there be one, shall be the chairman of the meeting or,
in the case of vacancy in office or absence of the Chairman of the Board, one of
the following officers present shall be the Chairman of the meeting in the order
stated: the Vice Chairman of the Board, the Chief Executive Officer, the Chief
Operating Officer, the President, any Vice President, or, in the absence of any
of the foregoing, a Chairman chosen by the stockholders at the meeting shall act
as Chairman, and the Secretary, or in his or her absence, an Assistant
Secretary, or in the absence of both the Secretary and Assistant Secretaries, a
person appointed by the chairman of the meeting, shall act as Secretary.
Section 10. Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors and which record
date: (i) in the case of determination of stockholders entitled to vote at any
meeting of stockholders or adjournment thereof, shall, unless otherwise required
by law, not be more than sixty nor less than ten days before the date of such
meeting; (ii) in the case of determination of stockholders entitled to express
consent to corporate action without a meeting, shall not be more than ten days
from the date upon which the resolution fixing the record date is adopted by the
Board of Directors; and (iii) in the case of any other action, shall not be more
than sixty days prior to such other action. If no record date is fixed: (a) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (b) the record date for determining stockholders entitled to express
consent to corporate action without a meeting when no prior action of the Board
of Directors is required by law, shall be the first day on which a consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation in accordance with applicable law, or, if prior action by the Board
of Directors is required by law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action; and
(c) the record date for determining stockholders for any other purpose shall be
at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
Section 11. Conduct of Meetings. The date and time of the
opening and the closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced at the meeting by the chairman of the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the chairman of any meeting of
stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the
Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following: (i) the establishment of an agenda
or order of business for the meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present; (iii) limitations on
attendance at or participation in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall determine; (iv) restrictions on entry to
the meeting after the time fixed for the commencement thereof; and (v)
limitations on the time allotted to questions or comments by participants. The
chairman of any meeting of stockholders, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall, if
the facts warrant, determine and declare to the meeting that a matter or
business was not properly brought before the meeting and if such chairman should
so determine, such person shall so declare to the meeting and any such matter or
business not properly brought before the meeting shall not be transacted or
considered. Unless and to the extent determined by the Board of Directors or the
chairman of the meeting, meetings of stockholders shall not be required to be
held in accordance with the rules of parliamentary procedure.
ARTICLE III
DIRECTORS
Section 1. Number and Election of Directors. The number of
directors that shall constitute the Board of Directors shall be not less than
one nor more than five. The initial directors shall be determined by resolution
of the sole incorporator of the Corporation. Thereafter, within the limits
specified above, the number of directors shall be determined by the Board of
Directors. Each elected director shall hold office until the next Annual Meeting
and until his successor is duly elected and qualified, or until his earlier
resignation or removal.
Section 2. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority vote of all directors then in office, even if less
than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until the next annual election and until their successors are
duly elected and qualified, or until their earlier resignation or removal.
Section 3. Committees. The Board of Directors may designate
one or more committees, which committees shall, to the extent provided in the
resolution of the Board of Directors establishing such a committee, have all
authority and may exercise all the powers of the Board of Directors in the
management of the business and affairs of the Corporation to the extent lawful
under the General Corporation Law of the State of Delaware.
Section 4. Duties and Powers. The business of the Corporation
shall be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
By-laws directed or required to be exercised or done by the stockholders.
Section 5. Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Delaware. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as
may from time to time be determined by the Board of Directors. Special meetings
of the Board of Directors may be called by the President or any one director
with one day's notice to each director, either personally or by mail, telephone,
facsimile transmission or other means of electronic transmission.
Section 6. Quorum; Board Action. Except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these By-laws,
at all meetings of the Board of Directors, a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business, and the
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 Directors. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting of the time, place, if any, thereof and the means of
remote communications, if any, by which directors may be deemed present in
person at such adjourned meeting, until a quorum shall be present.
Section 7. Actions of Board. Unless otherwise provided by the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in accordance with applicable
law.
Section 8. Removal. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any director or the entire Board
of Directors may be removed, with or without cause, by the holders of not less
than eighty percent (80%) in voting power of outstanding shares of capital stock
entitled to vote at an election of directors.
Section 9. Telephonic Meetings Permitted. Members of the Board
of Directors, or any committee designated by the Board of Directors, may
participate in a meeting thereof by means of conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
By-law shall constitute presence in person at such meeting.
ARTICLE IV
OFFICERS
The officers of the Corporation shall consist of a President,
a Secretary, a Treasurer and such other additional officers with such titles as
the Board of Directors shall determine, all of whom shall be chosen by and shall
serve at the pleasure of the Board of Directors. Such officers shall have the
usual powers and shall perform all the usual duties incident to their respective
offices. All officers shall be subject to the supervision and direction of the
Board of Directors. The authority, duties or responsibilities of any officer of
the Corporation may be suspended by the President with or without cause. Any
officer elected or appointed by the Board of Directors may be removed by the
Board of Directors with or without cause.
ARTICLE V
NOTICES
Section 1. Notices. Except as otherwise provided herein or
permitted by applicable law, whenever notice is required by law, the Certificate
of Incorporation or these By-laws, to be given to any director, member of a
committee or stockholder, such notice may be given by mail, addressed to such
director, member of a committee or stockholder, at his address as it appears on
the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given personally or by
telegram, telecopier, telephone or other means of electronic transmission.
Section 2. Waivers of Notice. Whenever any notice is required
by law, the Certificate of Incorporation or these By-laws, to be given to any
director, member of a committee or stockholder, a waiver thereof, given by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, may
be declared by the Board of Directors at any regular or special meeting, and may
be paid in cash, in property, or in shares of the capital stock. Before payment
of any dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors from time to
time, in its absolute discretion, deems proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any proper purpose, and the Board of
Directors may modify or abolish any such reserve.
Section 2. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
Section 3. Corporate Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.
ARTICLE VII
INDEMNIFICATION
Section 1. Power to Indemnify in Actions, Suits or Proceedings
Other than by or in the Right of the Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a director
or officer of the Corporation, or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Corporation shall be
required to provide the indemnification described in the immediately preceding
sentence in connection with a proceeding (or part thereof) commenced by such
person only if the commencement of such proceeding (or part thereof) by the
person was authorized by the Board of Directors. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 2. Power to Indemnify in Actions, Suits or Proceedings
by or in the Right of the Corporation. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or, while a director or officer
of the Corporation, is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation. The Corporation shall be required to provide the indemnification
described in the immediately preceding sentence in connection with a proceeding
(or part thereof) commenced by such person only if the commencement of such
proceeding (or part thereof) by the person was authorized by the Board of
Directors. No indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the court in which such action or
suit was brought or the Delaware Court of Chancery shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 3. Costs; Charges and Expenses. Notwithstanding the
other provisions of this Article VII, to the extent that a present or former
director or officer of the Corporation has been successful on the merits or
otherwise, including without limitation, the dismissal of an
action without prejudice, in the defense of any action, suit or proceeding
referred to in Sections 1 and 2 above, or in the defense of any claim, issue or
matter therein, that person shall be indemnified against all costs, charges and
expenses (including attorneys' fees) actually and reasonably incurred by that
person or on that person's behalf in connection therewith.
Section 4. Authorization of Indemnification. Any
indemnification under this Article VII (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
(i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, (ii) by a
committee of such directors designated by a majority vote of such directors,
even though less than a quorum, (iii) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or (iv) by the stockholders, that
indemnification of the director or officer is proper because that person has met
the applicable standards of conduct set forth in Sections 1 and 2 above.
Section 5. Good Faith Defined. For purposes of any
determination under this Article VII, a person shall be deemed to have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of this Corporation or
another enterprise, or on information supplied to him by the officers of the
Corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or another enterprise or on
information or record given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 5 shall mean
any other corporation or any partnership, joint venture, trust or other
enterprise of which such person is or was serving at the request of the
Corporation as a director, officer or employee. The provisions of this Section 5
shall not be deemed to be exclusive or to limit in any way the circumstances in
which a person way be deemed to have met the applicable standard of conduct set
forth in Sections 1 and 2 of this Article VII, as the case may be.
Section 6. Advance of Costs, Charges and Expenses. Costs,
charges and expenses (including attorneys' fees) incurred by a person referred
to in Sections 1 and 2 above in defending a civil or criminal action, suit or
proceeding (including investigations by any government agency and all costs,
charges and expenses incurred in preparing for any threatened action, suit or
proceeding) shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding; provided, however, that the payment of such
costs, charges and expenses incurred by a director or officer as set forth
herein in advance of the final disposition of such action, suit or proceeding
shall be made only upon receipt of an undertaking by or on behalf of the
director or officer to repay all amounts so advanced in the event that it shall
ultimately be determined as provided elsewhere in this Article VII that such
director or officer is not entitled to be indemnified by the Corporation as
authorized in this Article VII. No security shall be required for such
undertaking and such undertaking shall be accepted without reference to the
recipient's financial ability to make repayment. The Board of Directors may, in
the manner set forth above, and subject to the approval of such director or
officer of the Corporation, authorize the Corporation's counsel to represent
such person in any action, suit or proceeding, whether or not the Corporation is
party to such action, suit or proceeding.
Section 7. Procedure for Indemnification. Any indemnification
under Sections 1, 2 or 3 or advance of costs, charges and expenses under Section
6 of this Article VII shall be made promptly, and in any event, within sixty
(60) days, upon the written request of the director or officer directed to the
Secretary of the Corporation. The right to indemnification or advances granted
in this Article VII shall be enforceable by the director or officer in any court
of competent jurisdiction if the Corporation denies such request, in whole or
part, or if no disposition thereof is made within sixty (60) days. Such person's
costs and expenses incurred in connection with successfully establishing that
person's right to indemnification or advances, in whole or in part, in any such
action shall also be indemnified by the Corporation. It shall be a defense to
any such action (other than an action brought to enforce a claim for advance
costs, charges and expenses under Section 6 of this Article VII where the
required undertaking, if any, has been received by the Corporation) that the
claimant has not met the standard of conduct set forth in Sections 1 or 2 of
this Article VII, but the burden of proving such standard of conduct has not
been met shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, its independent legal counsel and its
stockholders) to have made such a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in Sections 1
and 2 of this Article VII, nor the fact that there has been an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its stockholders) that the claimant has not met
such applicable standard, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
Section 8. Non-Exclusivity of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses provided by or
granted pursuant to this Article VII shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any By-law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of the persons
specified in Sections 1 and 2 of this Article VII shall be made to the fullest
extent permitted by law. The provisions of this Article VII shall not be deemed
to preclude the indemnification of any person who is not specified in Sections 1
or 2 of this Article VII but whom the Corporation has the power or obligation to
indemnify under the provisions of the Delaware General Corporation Law, or
otherwise.
Section 9. Meaning of "Corporation" for Purposes of Article
VII. For purposes of this Article VII, references to the "Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents, so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or, while a director, officer, employee or agent of such
constituent corporation, is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article VII with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
Section 10. Survival of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such officer or director. The indemnification and advancement
of expenses that may have been provided to an employee or agent of the
Corporation by action of the Board of Directors shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be an
employee or agent of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such a person, after the time such person
has ceased to be an employee or agent of the Corporation, only on such terms and
conditions and to the extent determined by the Board of Directors in its sole
discretion.
ARTICLE VIII
AMENDMENTS
These By-laws may be altered, amended or repealed, in whole or
in part, or new By-laws may be adopted by the majority vote of the entire Board
of Directors.
Entire Board of Directors. As used in this Article VIII and in
these By-laws generally, the term "entire Board of Directors" means the total
number of the directors which the Corporation would have if there were no
vacancies or newly created directorships.