Exhibit 3.6
BY-LAWS
OF
STAR-KIST SAMOA, INC.
ARTICLE I
THE SHAREHOLDERS
Section 1. Place of Meetings. Meetings of shareholders shall be held
in any place within or without the State of California which may be designated
either by the Board of Directors or by written consent of all the shareholders
entitled to vote thereat, given either before or after the meeting and filed
with the Secretary of the corporation. In the absence of any such designation or
consent, shareholders' meetings shall be held at the principal office of the
corporation.
Section 2. Annual Meeting. The annual meeting of shareholders shall be
held on the FIRST TUESDAY OF OCTOBER OF EACH YEAR AT 1:00 P.M.; provided,
however, that should said day fall upon a legal holiday, then any such annual
meeting of shareholders shall be held at the same time and place on the next day
thereafter which is not a legal holiday. At the annual meeting, directors shall
be elected, reports of the affairs of the corporation shall be considered, and
any other business may be transacted which is within the powers of the
shareholders, except that action shall not be taken on any of the following
proposals unless written notice of the general nature of the business or
proposal has been included within the notice of the annual meeting as provided
in ARTICLE I, Section 3, hereof:
(a) A proposal to sell, lease, convey, exchange, transfer,
or otherwise dispose of all or substantially all of the property or
assets of the corporation except as provided in Section 3900 of the
California Corporations Code.
(b) A proposal to merge or consolidate with another
corporation, domestic or foreign.
(c) A proposal to reduce the stated capital of the
corporation.
(d) A proposal to amend the Articles of Incorporation.
(e) A proposal to wind up and dissolve the corporation.
(f) A proposal to adopt a plan of distribution of shares,
securities, or any consideration other than money in the process of
winding up.
Section 3. Notice of Annual Meeting. A written notice setting forth the
place, the day and the hour of the annual meeting shall be given to each
shareholder of record, either personally or by mail or other means of written
communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
such purpose not less than 7 days before such meeting.
Section 4. Special Meetings. Special meetings of the shareholders for
any purpose or purposes whatsoever may be called at any time by the President or
the Board of Directors or one or more shareholders holding not less than
one-fifth of the voting power of the corporation. Such shareholders shall make
a request for such meeting in writing, addressed to the President,
Vice-President or Secretary of the corporation, and delivered to such officer in
person or sent to him by registered mail. Upon receipt of such request, the
officer forthwith shall cause notice to be given in the same manner as provided
by ARTICLE I, Section 3, of these By-Laws to shareholders entitled to vote that
a meeting will be held at a time fixed by the officer, not less than 10 nor more
than 60 days after his receipt of the request. If such notice is not given
within 7 days after the date of delivery or the date of mailing of the request
for the meeting, the persons calling the meeting may fix the time of meeting and
give the notice thereof in the manner provided by ARTICLE I, Section 3, of these
By-Laws.
Section 5. Adjourned Meetings. Any shareholders' meeting, whether or
not a quorum is present, may be adjourned from time to time by the vote of a
majority of the shares, the holders of which are either present in person or
represented by proxy thereat, but in the absence of a quorum no other business
may be transacted at such a meeting.
Section 6. Notice of Adjourned Meeting. When a meeting is adjourned for
less than 30 days, it is not necessary to give any notice of the time and place
of adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which the adjournment is taken. When a meeting is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting.
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Section 7. Absentees' Consent to Meeting. The transactions of any
meeting of shareholders, however called and noticed, are as valid as though had
at a meeting duly held after regular call and notice if a quorum is present,
either in person or by proxy, and if, either before or after the meeting, each
of the persons entitled to vote, not present in person or by proxy, signs a
written waiver of notice or a consent to the holding of the meeting or an
approval of the minutes thereof. Executors, administrators, guardians, trustees,
and other fiduciaries entitled to vote shares may sign such waivers, consents
and approvals. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting. Any meeting is
valid, wherever held, if held by the written consent of all persons entitled to
vote thereat, either given before or after the meeting and filed with the
Secretary of the corporation.
Section 8. Action without Meeting. Any action which under the
provisions of the California General Corporation Law may be taken at a meeting
of the shareholders, except approval of an agreement for the merger or
consolidation of the corporation with other corporations, may be taken without a
meeting if authorized by a writing signed by all of the persons who would be
entitled to vote upon such action at a meeting and filed with the Secretary of
the corporation.
Section 9. Quorum. The presence in person or by proxy of the persons
entitled to vote a majority of the voting shares at any meeting constitutes a
quorum for the transaction of business. Shares shall not be counted to make up a
quorum for a meeting if voting of them at the meeting has been enjoined or for
any reason they cannot be lawfully voted at the meeting. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
Section 10. Determination of Shareholders of Record. The Board of
Directors may fix a time in the future as a record date for the determination of
the shareholders entitled to notice of and to vote at any meeting of the
shareholders or entitled to receive any dividend or distribution, or any
allotment of rights, or to exercise rights in respect to any change, conversion
or exchange of shares. The record date so fixed shall be not more than 50 days
prior to the date of the meeting or event for the purposes for which it is
fixed. When a record date is so fixed, only shareholders of record on that date
are entitled to notice of and to vote at the meeting or to receive the dividend,
distribution or allotment of rights, or to exercise their rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date. The Board of Directors may close the books of
the corporation
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against transfers of shares during the whole or any part of the period not more
than 50 days prior to the date of the shareholders' meeting, the date when the
right to any dividend, distribution or allotment of rights vests, or the
effective date of any change, conversion or exchange of shares.
Section 11. Persons Entitled to Vote. Subject to the provisions of
Sections 2218 to 2223, inclusive, of the Corporations Code of the State of
California, only persons in whose name shares entitled to vote stand on the
stock records of the corporation on the day 3 days prior to any meeting of the
shareholders, or, if some other day is fixed for the determination of
shareholders of record, then on such other day, are entitled to vote at the
meeting.
Section 12. Votes per Share. Each person entitled to vote is entitled
to one vote for each share held by him, except that every shareholder entitled
to vote at any election for directors may cumulate his votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which his shares are entitled, or
distribute his votes on the same principle among as many candidates as he sees
fit. No voting rights shall attach to any fractional part of a share of stock.
Section 13. Consents. Subject to the provisions of Sections 2218 to
2223, inclusive, of the Corporations Code of the State of California, written
consents with respect to any shares may be given by and shall be accepted from
the persons in whose names the shares stand on the books of the corporation at
the time the respective consents are given, or by their proxy. Any shareholder
giving a written consent, or such shareholder's proxy, transferee or personal
representative or their respective proxies, may revoke the consent prior to the
time that written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary of the corporation, but may
not do so thereafter.
Section 14. Proxies.
(a) Every person entitled to vote or execute consents, including
executors, administrators, guardians, trustees and other fiduciaries, may do so
either in person or by one or more agents authorized by written proxy executed
by the person or his duly authorized agent and filed with the Secretary of the
corporation. Such proxy shall not be valid after the expiration of 11 months
from the date of its execution unless the person executing it specifies therein
the length of time for which it is to continue in force, which in no case shall
exceed 7 years from the date of its execution.
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(b) A proxy is not revoked by the death or incapacity of the maker
unless, before the vote is counted or the authority exercised, written notice of
the death or incapacity is given to the corporation. Any proxy duly executed is
not revoked and continues in full force and effect until an instrument revoking
it or a duly executed proxy bearing a later date is filed with the Secretary of
the corporation, but the powers of the proxy holder are suspended, except in the
case of a proxy coupled with an interest which states the fact on its face, if
the person executing the proxy is present at the meeting and elects to vote in
person.
Section 15. Inspectors of Election.
(a) In advance of any meeting of shareholders, the Board of Directors
may appoint inspectors of election to act at the meeting or any adjournment
thereof. If inspectors of election are not so appointed, the chairman of any
meeting of shareholders may, and on the request of any shareholder or his proxy
shall, appoint inspectors of election at the meeting.
(b) The number of inspectors shall be either one or three. If ap-
pointed at a meeting at the request of one or more shareholders or proxies, the
majority of shares present shall determine whether one or three inspectors are
to be appointed. In case any person appointed as inspector fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
Board of Directors in advance of the convening of the meeting or at the meeting
by the person acting as Chairman.
(c) The inspectors of election shall determine the number of shares
outstanding and 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, or consents, hear and determine all challenges and
questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine the result, and do such acts as may be
proper to conduct the election or vote with fairness to all shareholders. If
there are three inspectors of election, the decision, act, or certificate of a
majority is effective in all respects as the decision, act, or certificate of
all.
(d) On request of the chairman of the meeting or of any shareholder
or his proxy, the inspectors shall make a report in writing of any challenge or
question or matter determined by them and execute a certificate of any fact
found by them.
Section 16. Order of Business. The following order of business shall be
observed, insofar as practicable, at all meetings of shareholders;
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(a) Proof of due notice, waiver thereof, or consent to
the meeting.
(b) The ascertainment of what shares are represented at
the meeting and whether a quorum is present.
(c) The reading and disposal of any unapproved minutes.
(d) Reports of officers.
(e) Reports of committees.
(f) Unfinished business.
(g) Election of directors.
(h) New business.
ARTICLE II
DIRECTORS
Section 1. Powers. Except as limited by the California General
Corporation Law, the Articles of Incorporation and these By-Laws, all corporate
powers shall be exercised by or under authority of, and the business and affairs
of this corporation shall be controlled by, its Board of Directors.
Section 2. Number, Election and Qualifications. A Board of FIVE (5)
directors shall be chosen annually by the shareholders at the annual meeting.
Directors need not be shareholders in the corporation. Elections for directors
need not be by ballot unless a shareholder demands election by ballot at the
election and before the voting begins.
Section 3. Term of Office. Directors named in the Articles of
Incorporation shall hold office until the next annual meeting of shareholders
and until their successors are elected either at an annual or special meeting of
the shareholders. Directors, other than those named in the Articles of
Incorporation, shall hold office until the next annual meeting and until their
successors are duly elected.
Section 4. Vacancies, how occurring.
(a) A vacancy in the Board of Directors exists in the event of the
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happening of any of the following events:
(1) The death, resignation or removal of any director.
(2) The authorized number of directors is increased.
(3) At any annual, regular or special meeting of
shareholders at which any director is elected, the shareholders fail to
elect the full authorized number of directors to be voted for at that
meeting.
(b) The Board of Directors may declare vacant the office of a director
in any of the following cases:
(1) if he is declared of unsound mind by an order of
court or finally convicted of a felony.
(2) If within 60 days after notice of his election he
does not accept the office either in writing or by attending a meeting
of the Board of Directors.
Section 5. Vacancies, how filled.
(a) Vacancies may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director. Each
director so elected shall hold office until his successor is elected at an
annual, regular or special meeting of the shareholders.
(b) The shareholders may elect a director at any time to fill the
vacancy not filled by the directors. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future time, the Board or
the shareholders may elect a successor to take office when the resignation
becomes effective. A reduction of the authorized number of directors does not
remove any director prior to the expiration of his term of office.
Section 6. Removal. The entire Board of Directors or any individual
director may be removed from office by a vote of shareholders holding a majority
of the outstanding shares entitled to vote at an election of directors. However,
unless the entire Board is removed, an individual director shall not be removed
if the number of shares voted against the resolution for his removal exceeds the
quotient arrived at when the total number of outstanding shares entitled to vote
is divided by one plus the authorized number of directors. If any or all
directors are so removed, new directors may be elected at the same meeting.
Whenever a class
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or series of shares is entitled to elect one or more directors under authority
granted by the Articles of Incorporation, the provision of this by-law shall
apply to the vote of that class Or series and not to the vote of the outstanding
shares as a whole.
Section 7. Place of Meetings. Meetings of the Board of Directors shall
be held at any place within or without the State of California which has been
designated from time to time by resolution of the Board or by written consent of
all members of the Board. In the absence of such designation or consent,
meetings shall be held at the principal office of the corporation.
Section 8. Organizational Meetings. Immediately following each annual
meeting of shareholders, the Board of Directors shall hold an organizational
meeting for the purpose of election of officers and the transaction of other
business. Notice of such meeting is hereby dispensed with.
Section 9. Regular Meetings. Regular meetings of the Board of Directors
shall be held on THE FIRST TUESDAY OF OCTOBER OF EACH YEAR AT 2:00 P.M. If said
day shall fall upon a holiday, such meetings shall be held on the next
succeeding business day thereafter. No notice need be given of such regular
meetings.
Section 10. Special Meetings. Special meetings of the Board of
Directors may be called by the President, or, if he is absent or is unable or
refuses to act, by any Vice-President or by any two directors.
Section 11. Notice of Meetings. Except in the case of organizational
and regular meetings for which notice has been dispensed with in Sections 8 and
9 of this ARTICLE II, written notice of the time and place of the meetings of
the Board of Directors shall be delivered personally to each director or sent to
each director by mail or by other form of written communication at least 7 days
before the meeting. If the address of a director is not shown on the records and
is not readily ascertainable, notice shall be addressed to him at the city or
place in which the meetings of directors are regularly held. Notice of the time
and place of holding of an adjourned meeting of the Board of Directors need not
be given to absent directors if the time and place are fixed at the meeting
adjourned.
Section 12. Waiver of Notice. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, are as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, a consent to holding the meeting, or
an approval of the minutes thereof.
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All such waivers, consents or approvals shall be filed with the corporate
records and made a part of the minutes of the meeting. Any meeting is valid,
wherever held, if held upon the written consent of all members Of the Board
given either before or after the meeting and filed with the Secretary of the
corporation.
Section 13. Quorum. A majority of the authorized number of directors
constitutes a quorum of the Board for the transaction of business. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present is the act of the Board of Directors, unless
the California Corporations Code, the Articles of Incorporation or these
By-Laws requires a greater number. In the absence of a quorum, a majority of the
directors present may adjourn from time to time until the time fixed for the
next regular meeting of the Board.
Section 14. Executive Committee. The Board of Directors may appoint an
executive committee, to be composed of two or more directors, and may delegate
to such executive committee any of the powers and authority of the Board in the
management of the business and affairs of the corporation, except the power to
declare dividends and to adopt, amend or repeal by-laws.
Section 15. Loans. The vote or written consent of the holders of
two-thirds of the shares of all classes, regardless of limitations on voting
rights, other than shares held by the benefited director, officer or
shareholder, shall be obtained before this corporation makes any loan of money
or property to or guarantees the obligation of:
(a) Any director or officer of the corporation, any director
or officer of any of its holding corporations, or any director or
officer of any of its subsidiary corporations, directly or indirectly.
(b) Any person upon the security of the shares of the
corporation or the shares of any of its holding corporations or the
shares of subsidiary corporations.
Section 16. Action Without Meeting. Any action required or permitted
to be taken by the Board of Directors under the provisions of the California
General Corporation Law may be taken without a meeting if all members of the
Board shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.
ARTICLE III
OFFICERS
Section 1. Enumeration and Qualifications. The officers of this
corporation shall be a President, one or more Vice-Presidents, a Secretary, a
Treasurer, and such other officers as the Board of Directors shall from time to
time appoint. Any one person may hold two or more offices, except
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that the offices of President and Secretary may not be held by the same person.
Section 2. Election and Tenure. The officers shall be chosen annually
by the Board of Directors at its annual meeting, or as soon after such annual
meeting as may conveniently be possible. Each officer shall hold office until
his successor is chosen and qualified, or until his death or until he shall have
resigned or shall have been removed in the manner provided in Section 3 of this
ARTICLE III.
Section 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
Section 4. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or to the
Secretary. Such resignation shall take effect at the time specified therein and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
Section 5. Compensation. The salaries of the officers shall be fixed
from time to time by the Board of Directors. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation or by reason of his having voted upon the resolution providing for
such salary.
Section 6. The President. The President shall have active executive
management of the operations of the corporation, subject, however, to the
control of the Board of Directors and Executive Committee. He shall perform all
duties incident to the office of President and such other duties as from time to
time may be assigned to him by the Board of Directors or the Executive
Committee.
Section 7. The Vice-Presidents. The Vice-Presidents shall, in the order
designated by the Board of Directors, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
shall perform such other duties as the Board of Directors shall prescribe.
Section 8. The Secretary. The Secretary shall keep or cause to be kept
in books provided for the purpose the minutes of the meetings of the
shareholders and of the Board of Directors, shall see that all notices are duly
given in accordance with the provisions of these By-Laws
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and as required by law; shall be custodian of the records and of the seal of the
corporation and see that the seal is affixed to all documents, the execution of
which on behalf of the corporation under its seal is duly authorized in
accordance with the provisions Of these By-Laws; and, in general, shall perform
all duties incident to the office of Secretary and such other duties as may from
time to time be assigned to him by the Board of Directors or by the President.
Section 9. The Treasurer. The Treasurer shall be the financial officer
of the corporation; shall have charge and custody of, and be responsible for,
all funds of the corporation and deposit all such funds in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected by the Board of Directors; shall receive and give receipts for moneys
due and payable to the corporation from any source whatsoever; and in general
perform all the duties incident to the office of Treasurer and such other
duties as may from time to time be assigned to him by the Board of Directors and
the President. The Treasurer shall render to the President and the Board of
Directors, whenever the same shall be required, an account of all his
transactions as Treasurer and of the financial condition of the corporation. He
shall, if required so to do by the Board of Directors, give the corporation a
bond in such amount and with such surety or sureties as may be ordered by the
Board of Directors for the faithful performance of the duties of his office and
for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
Section 10. Assistants and Subordinates. Any duty to be performed by an
officer of this corporation may be performed by his duly authorized assistant
officer.
ARTICLE IV
CORPORATE RECORDS
Section 1. Minute Book. This corporation shall keep at the principal
office, or such other place as the Board of Directors may order, a book of
minutes of all meetings of its directors and of its shareholders, with the time
and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at directors'
meetings, the number of shares present or represented at shareholders' meetings,
and the proceedings thereof.
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Section 2. Accounts. This corporation shall keep and maintain adequate
and correct accounts of its properties and business transactions, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
capital, surplus, and shares. Any surplus, including earned surplus, paid-in
surplus, and surplus arising from a reduction of stated capital, shall be
classified according to source and shown in a separate account.
Section 3. Share Register. This corporation shall keep, at the
principal office or at the office of its transfer agent, a share register or a
duplicate share register showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for shares, and the number and date of cancellation of every
certificate surrendered for cancellation.
Section 4. Annual Report. The Board of Directors shall cause an annual
report to be prepared and sent to each shareholder not later than 120 days after
the close of the fiscal year of the corporation. The annual report shall be
prepared from the books and accounts, shall be in accordance therewith, shall be
prepared in a form sanctioned by sound accounting practice for the particular
kind of business carried on by this corporation, shall be certified by the
President, Secretary, Treasurer, or a public accountant, and shall include the
following financial statements:
(a) A balance sheet as of the closing date, which shall set
forth
(1) The bases employed in stating the valuation of
the assets and any changes in such bases during the preceding
year.
(2) The amount of the surplus, the sources thereof,
and any changes therein during the preceding year.
(3) The number of shares of each class of stock
authorized and outstanding and the number of shares, if any,
carried as treasury shares, the cost thereof, and the source
from which such cost was paid.
(4) The amounts, if any, of loans or advances to or
from officers, shareholders and employees.
(b) A statement of income or profit and loss for the year
ended on such closing date, which shall be of such form as to disclose
the amount of income or loss, in such classification
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as may be appropriate to the business of the corporation, and the
additions thereto and deductions therefrom, setting forth in particular
the amounts of depreciation, depletion, amortization, interest, and
extraordinary income or charges, whether or not included in operating
income, and the ammount and nature of income from subsidiary
corporations.
Section 5. Financial Report on Request. Shareholders holding at least
10 per cent of the number of outstanding shares of the corporation may make a
written request to the Secretary, Assistant Secretary or Treasurer of the
corporation for a statement of its affairs in case no full or adequate statement
has been given in written form to its shareholders within the preceding six
months. The statement shall be certified in the same manner as the annual report
and be delivered or mailed to the persons making the request within 30 days
thereafter. A copy of the statement shall be kept on file in the principal
office of the corporation for 12 months and it shall be exhibited at all
reasonable times to any shareholder demanding an examination of it or a copy
shall be mailed to such shareholder.
Section 6. Directors' Right of Inspection. Every director shall have
the absolute right at any reasonable time to inspect all books, records,
documents of every kind, and the physical properties of the corporation and of
its subsidiary corporations. Such inspection may be made in person or by agent
or attorney, and the right of inspection includes the right to make extracts.
Section 7. Shareholders' Right of Inspection. The share register or
duplicate share register, the books of account, and minutes of proceedings of
the shareholders and the Board of Directors and of executive committees of the
directors shall be open to inspection upon the written demand of any shareholder
or holder of a voting trust certificate at any reasonable time for a purpose
reasonably related to his interests as a shareholder or as the holder of such
voting trust certificate, and shall be exhibited at any time when required by
the demand at any shareholders' meeting of 10 per cent of the shares represented
at the meeting. Such inspection by a shareholder or holder of a voting trust
certificate may be made in person or by agent or attorney, and the right of
inspection includes the right to make extracts. Demand of inspection, other than
at a shareholders' meeting, shall be made in writing upon the President,
Secretary, Assistant Secretary, or General Manager of the corporation.
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ARTICLE V
EXECUTION OF DOCUMENTS
Section 1. Execution of Negotiable Instruments. All checks, drafts,
notes, bonds, bills of exchange and orders for the payment of money of the
corporation shall, unless otherwise directed by the Board of Directors or unless
otherwise required by law, be signed by any two of the following officers: the
President, a Vice-President, Treasurer, Secretary or assistant to any of the
preceding.
Section 2. Execution of Deeds, Contracts, etc. Subject always to the
specific directions of the Board of Directors, all deeds and mortgages made by
the corporation and all other written contracts and agreements to which the
corporation shall be a party shall be executed in its name by the President or
one of the Vice-Presidents and by the Secretary or an Assistant Secretary; and
the Secretary or an Assistant Secretary, when necessary or required, shall affix
the corporate seal thereto.
ARTICLE VI
CORPORATE SEAL
The corporate seal shall be circular in form, and shall have inscribed
thereon the name of the corporation, the date of its corporation, and the word
"CALIFORNIA".
ARTICLE VII
BY-LAWS
Section 1. General Scope of the By-Laws. The particular powers and
provisions enumerated in these By-Laws are not intended to be, or to be
construed to be, an exclusion of or a limitation upon the exercise of any right,
privilege or power which the corporation may lawfully regulate or delegate in or
by its by-laws, and as to any matter which may hereafter arise and which is not
specifically provided for by these By-Laws, the directors shall have the right
to act as the majority of them may determine, provided such action is not
contrary to the laws of the State of California governing corporations.
Section 2. By-Laws to be Kept at Office. A copy of these By-Laws as
amended and altered up to date, certified by the Secretary
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of this corporation, shall be kept at the principal office of the corporation,
and shall be open to inspection by the shareholders at all reasonable times
during office hours.
Section 3. Amendments of By-Laws.
(a) By Shareholders. By-Laws may be adopted, amended or repealed
by the vote or the written assent of shareholders entitled to exercise a
majority of the voting power of the corporation.
(b) By Directors. By-Laws may be adopted, amended or repealed by
the Board of Directors, except that a by-law or amendment thereof changing the
authorized number of directors may not be repealed or amended by the directors.
ARTICLE VIII
STOCK CERTIFICATES: TRANSFER OF SHARES
Section 1. Certificates for Shares. Certificates for shares shall be of
such form and device as the Board of Directors may designate. Each certificate
shall state:
(a) The name of the record holder of the shares repre-
sented thereby.
(b) The number, designation, if any, and class or series
of shares represented thereby.
(c) The par value, if any, of the shares represented
thereby, or a statement that the shares are without par value.
(d) A statement of the rights, preferences, privileges
and restrictions, if any.
(e) If the shares are redeemable, a statement of that
fact and the redemption price.
(f) If the shares are convertible, a general statement of
the essential terms and period for conversion.
(g) If the shares are subject to liens or to restrictions
upon transfer or upon the voting power, the fact shall be indicated.
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(h) If the shares are assessable, or if assessments are
collectible by personal action, the fact shall be plainly stated on the
face of the certificate.
Section 2. Execution of Certificate. Every certificate for shares
shall be signed by the President or a Vice-President and the Secretary or an
Assistant Secretary or must be authenticated by facsimiles of the signatures of
the President and Secretary or by a facsimile of the signature of the President
and the written signature of the Secretary or an Assistant Secretary. Before it
becomes effective, every certificate for shares authenticated by a facsimile of
a signature shall be countersigned by a transfer agent or transfer clerk and
registered by an incorporated bank or trust company, either domestic or foreign,
as registrar of transfers.
Section 3. Consideration for Shares.
(a) The shares of stock shall be issued for any or all of the fol-
lowing considerations, as shall be fixed from time to time by the Board of
Directors:
(1) Money Paid.
(2) Labor done.
(3) Services actually rendered.
(4) Debts or securities cancelled.
(5) Tangible or intangible property actually received by the
corporation.
(6) Amounts transferred from surplus to stated capital upon
the issue of shares as a dividend.
(7) Amounts transferred from surplus to stated capital upon a
stock split, reverse stock split, reclassification of outstanding
shares into shares of another class, conversion of outstanding shares
into shares of another class, exchange of outstanding shares into
shares of another class, increase in the per-share par value, or other
change affecting outstanding shares, which results in an increase in
the aggregate par value of the outstanding shares.
(b) No certificate shall be issued for any share until such share
is fully paid.
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Section 4. Transfer of Stock. Upon surrender to the Secretary or
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.
Section 5. Lost, Stolen or Destroyed Certificates. The corporation may
issue a new certificate for shares of stock in the place of any certificate
theretofore issued and alleged to have been lost, stolen or destroyed, but the
Board of Directors may require the owner of such lost, stolen Or destroyed
certificate, or his legal representative, to furnish affidavit as to such loss,
theft or destruction and to give bond in such form and substance, and with such
surety or sureties, as it may direct, to indemnify the corporation against any
claim that may be made on account of the alleged loss, theft or destruction of
such certificate.
Section 6. Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars, each of whom shall be an incorporated bank or trust company, either
domestic or foreign, which may be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of Directors may
designate.
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CERTIFICATE OF SECRETARY
I HEREBY CERTIFY that I am the duly elected, qualified and acting
Secretary of STAR-KIST SAMOA, INC. and that the above and foregoing By-Laws were
adopted as the By-Laws of said corporation on the 26th day of March, 1963, by
the persons appointed in the Articles of Incorporation to act as the first
directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of March,
1963.
/s/ JOHN D. WARDROP
-------------------------------
JOHN D. WARDROP, Secretary
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