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EXHIBIT 3.2
DEL MONTE FOODS COMPANY
BYLAWS
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE. The registered office of Del Monte Foods
Company, a Delaware corporation (the "Company"), shall be located at 1209
Orange Street, in the City of Wilmington, in the County of New Castle, in the
State of Delaware. The name of its registered agent at that address is The
Corporation Trust Company.
Section 2. OTHER OFFICES. The Company may have other offices, either
within or without the State of Delaware, at such place or places as the Board
of Directors may from time to time select or the business of the Company may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. ANNUAL MEETINGS. Each annual meeting of stockholders for the
election of directors, and for such other business as may be stated in the
notice of the meeting, shall be held at such a time, date and place as the Board
may determine by resolution. At each annual meeting, the stockholders entitled
to vote shall elect directors by a plurality vote, and stockholders may transact
such other corporate business as shall be stated in the notice of the meeting.
Section 2. SPECIAL MEETINGS. Except as provided in the Certificate of
Incorporation, special meetings of the stockholders may be called only on the
order of the Chairman of the Board or the Board of Directors and shall be held
at such date and time as may be specified by such order. The business
permitted to be conducted at any special meeting of the stockholders is limited
to the purpose or purposes specified by such order.
Section 3. PLACE. All meetings of stockholders shall be held at the
principal office of the Company, One Market, San Francisco, California or at
such other place within or without the State of Delaware as shall be stated in
the notice of the meeting.
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Section 4. NOTICE OF MEETINGS. Written notice of each meeting of the
stockholders shall be mailed or delivered to each stockholder entitled to vote
at such meeting not less than ten nor more than sixty days before the meeting.
The notice shall state 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.
Other business may be transacted at the annual meeting (but not at any
special meeting), only if the Secretary of the Company has received from the
sponsoring stockholder (a) not less than sixty nor more than ninety days before
the date designated for the annual meeting or, if such date has not been
publicly disclosed at least seventy-five days in advance, then not less than
fifteen days after such initial public disclosure, a written notice setting
forth (i) as to each matter the stockholder proposes to bring before the annual
meeting, a brief description of the proposal desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the Company's books, of
the stockholder proposing such business, (iii) the class and number of shares
which are beneficially owned by the stockholder on the date of such
stockholder's notice and (iv) any material interest of the stockholder in such
proposal, and (b) not more than ten days after receipt by the sponsoring
stockholder of a written request from the Secretary, such additional
information as the Secretary may reasonably require. Notwithstanding anything
in these Bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of this
Section 4 of Article II. The officer of the Company or other person presiding
over the annual meeting shall, if the facts so warrant, determine and declare
to the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Section 4 of Article II and, if he or
she should so determine, such officer shall so declare to the meeting and any
business so determined to be not properly brought before the meeting shall not
be transacted.
Candidates for election to the Board of Directors of the Company (other
than nominees proposed by the Board of Directors) may be nominated at the
annual meeting (but not at any special meeting), only if the Secretary of the
Company has received from the nominating stockholder (a) not less than sixty
nor more than ninety days before the date designated for the annual meeting or,
if such date has not been publicly disclosed at least seventy-five days in
advance, then not less than fifteen days after such initial public disclosure,
a written notice setting forth (i) with respect to each person whom such
stockholder proposes to nominate for election or re-election as a director, all
information relating to such person that would be required to be disclosed in
solicitations of proxies for election of directors, or would otherwise be
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, if such Regulation 14A were applicable (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected) or any successor regulation or statute,
(ii) the name and address, as they appear on the Company's books, of the
stockholder proposing such business and (iii) the class and number of shares
which are beneficially owned by the stockholder on the date of such
stockholder's notice, and (b) not more than ten
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days after receipt by the nominating stockholder of a written request from the
Secretary, such additional information as the Secretary may reasonably require.
Notwithstanding anything in these Bylaws to the contrary, no person shall be
eligible for election as a director except in accordance with the provisions of
this Section 4 of Article II. The officer of the Company or other person
presiding over the annual meeting shall, if the facts so warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
provisions of this Section 4 of Article II and, if he or she should so
determine, such officer shall so declare to the meeting and any such defective
nomination shall be disregarded.
Section 5. QUORUM. Except as otherwise required by law, by the
Certificate of Incorporation of the Company or by these Bylaws, the presence,
in person or by proxy, of stockholders holding shares of capital stock
constituting a majority of the shares of capital stock of the Company issued
and outstanding and entitled to vote thereat, shall constitute a quorum at all
meetings of the stockholders. In case a quorum shall not be present at any
meeting, a majority in interest of the stockholders present in person or by
proxy and entitled to vote thereat, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
the requisite amount of stock entitled to vote shall be present. At any such
adjourned meeting at which the requisite amount of stock entitled to vote shall
be represented, any business may be transacted that might have been transacted
at the meeting as originally noticed; but only those stockholders entitled to
vote at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof.
Section 6. VOTING. Each stockholder entitled to vote in accordance with
the terms of the Certificate of Incorporation of the Company and these Bylaws
may vote in person or by proxy executed in writing by the stockholder or by his
or her duly authorized attorney-in-fact. Any such proxy shall be filed with the
Secretary of the Corporation before or at the time of the meeting. If a quorum
is present, the affirmative vote of a majority of the votes cast at a meeting
of the stockholders by the holders of shares entitled to vote thereon shall be
the act of the stockholders, unless the vote of a greater or lesser number of
shares of stock is required by law, the Certificate of Incorporation of the
Company or these Bylaws.
A complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, with the address of each, and the number of
shares held by each, shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is entitled to be present.
Section 7. ORGANIZATION. At every meeting of stockholders, the Chairman
of the Board, if there be one, shall conduct 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
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conduct 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 a Chairman chosen by the stockholders entitled to cast, 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, shall act as Secretary.
ARTICLE III
DIRECTORS
Section 1. NUMBER. Subject to the provisions of the Certificate of
Incorporation, the number of directors of the Company shall initially be fixed
at ten and thereafter shall be determined from time to time by resolution
adopted by affirmative vote of a majority of such directors then in office.
Section 2. COMMITTEES. The Board of Directors may, by resolution or
resolutions passed by a majority of the entire Board of Directors, designate
one or more committees, each committee to consist of one or more directors of
the Company.
Section 3. MEETINGS. The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum be present, immediately after the first annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent of
all the directors.
Regular meetings of the Board of Directors may be held without notice at
such places and times as shall be determined from time to time by resolution of
the Board of Directors.
Special meetings of the Board of Directors may be called by the Chairman
of the Board, the Chief Executive Officer or the President, and shall be called
by the Secretary on the written request of a majority of the directors then in
office, on at least one hour's notice to each director (except that notice to
any director may be waived in writing by such director) and shall be held at
such place or places as may be determined by the Board of Directors, or as
shall be stated in the call of the meeting.
Unless otherwise restricted by the Certificate of Incorporation of the
Company or these Bylaws, members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in any meeting of the
Board of Directors or any committee thereof by means of a conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
Section 4. QUORUM. A majority of the entire Board of Directors shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors
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there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum is obtained, and no
further notice thereof need be given other than by announcement at the meeting
which shall be so adjourned. The vote of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the Certificate of Incorporation of the Company or these
Bylaws shall require the vote of a greater number.
Section 5. COMPENSATION. The directors shall receive such compensation
for their services as may be prescribed by the Board of Directors. Expenses
for attendance at meetings of the Board of Directors and committees of the
Board of Directors may be reimbursed for all members of the Board of Directors.
Nothing herein contained shall be construed to preclude any director from
serving the Company in any other capacity as an officer, agent or otherwise,
and receiving compensation therefor.
Section 6. ACTION WITHOUT MEETING. 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 a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board of
Directors or such committee.
ARTICLE IV
OFFICERS
Section 1. ELECTION; QUALIFICATIONS. As soon as practicable after each
annual meeting of stockholders, the Board of Directors shall elect or appoint a
Chairman of the Board, one or more Vice Chairmen, a President, one or more
Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers, including
assistant officers, as the Board of Directors may from time to time deem
advisable. No officer need be a director of the Company. Any two or more
offices may be held by the same person, except the offices of President and
Secretary.
Section 2. TERM OF OFFICE; VACANCIES. All officers shall be elected or
appointed to hold office until the meeting of the Board of Directors following
the next annual meeting of stockholders. Each officer shall hold office for
such term, and until his or her successor has been elected or appointed and
qualified unless he or she shall earlier resign, die, or be removed. Any
vacancy occurring in any office, whether because of death, resignation or
removal, with or without cause, or any other reason, shall be filled by the
Board of Directors.
Section 3. REMOVAL; RESIGNATION. Any officer may be removed by the Board
of Directors with or without cause. Any officer may resign his or her office
at any time, such resignation to be made in writing and to take effect
immediately or on any future date stated in such writing, without acceptance by
the Company.
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Section 4. POWERS AND DUTIES OF OFFICERS. Officers of the Company shall,
unless otherwise provided by the Board of Directors, each have such powers and
duties as generally pertain to their respective offices as well as such powers
and duties as may be set forth in these Bylaws or may from time to time be
specifically conferred or imposed by the Board of Directors.
Section 5. SHARES OF OTHER CORPORATIONS. Whenever the Company is the
holder of shares of any other corporation, any right or power of the Company as
such stockholder (including the attendance, acting and voting at stockholders'
meetings and execution of waivers, consents, proxies or other instruments) may
be exercised on behalf of the Company by the Chairman, any Vice Chairman, the
President, any Executive Vice President, any Senior Vice President, Secretary
or such other person as the Board of Directors may authorize from time to time.
Section 6. DELEGATION. In the event of the absence of any officer of the
Company or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may at any time and from time to time
delegate all or any part of the powers or duties of any officer to any other
officer or officers or to any director or directors.
ARTICLE V
TRANSFER RESTRICTIONS
Any direct or indirect sale, transfer, assignment, pledge, hypothecation
or other encumbrance or disposition (a "Transfer") of legal or beneficial
ownership of any stock heretofore or hereafter issued and sold by the Company
pursuant to Rule 144A or Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"), may be made only (i) pursuant to an effective
registration statement under the Securities Act or (ii) pursuant to a
transaction that is exempt from, or not subject to, the registration
requirements of the Securities Act. Neither the Company nor any employee or
agent of the Company shall record any Transfer prohibited by the preceding
sentence, and the purported transferee of such a prohibited Transfer (the
"Purported Transferee") shall not be recognized as a securityholder of the
Company for any purpose whatsoever in respect of the security or securities
that are the subject of the prohibited Transfer. The Purported Transferee
shall not be entitled, with respect to such securities, to any rights of a
securityholder of the Company, including without limitation, in the case of
securities that are Common Stock, the right to vote such Common Stock or to
receive dividends or distributions in respect thereof, if any. All
certificates representing securities subject to the transfer restrictions set
forth in this Article V shall bear a legend to the effect that the securities
represented by such certificates are subject to such restrictions, unless and
until the Company determines in its sole discretion that such legend may be
removed consistent with applicable law.
ARTICLE VI
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MISCELLANEOUS
Section 1. CERTIFICATES OF STOCK. A certificate of stock shall be issued
to each stockholder certifying the number of shares owned by such stockholder
in the Company. Certificates of stock of the Company shall be of such form and
device as the Board of Directors may from time to time determine.
Section 2. LOST CERTIFICATES. A new certificate of stock may be issued in
the place of any certificate theretofore issued by the Company, alleged to have
been lost or destroyed, and the Board of Directors may, in its discretion,
require the owner of the lost or destroyed certificate, or such owner's legal
representatives, to give the Company a bond, in such sum as they may direct,
not exceeding double the value of the stock, to indemnify the Company against
any claim that may be made against it on account of the alleged loss of any
such certificate, or the issuance of any such new certificate.
Section 3. TRANSFER OF SHARES. The shares of stock of the Company shall
be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such
transfer the old certificates shall be surrendered to the Company by the
delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the Board of Directors may designate, by
whom they shall be canceled, and new certificates shall thereupon be issued. A
record shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer.
Section 4. STOCKHOLDERS RECORD DATE. In order that the Company 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 in writing 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: (1) 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; (2) in the case of determination of stockholders
entitled to express consent to corporate action in writing 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 (3) 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: (1) 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; (2) the record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting when no prior action of the Board of
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Directors is required by law, shall be the first day on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the Company 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 (3) 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 5. DIVIDENDS. Subject to the provisions of the Certificate of
Incorporation of the Company, the Board of Directors may, out of funds legally
available therefor at any regular or special meeting, declare dividends upon
stock of the Company as and when they deem appropriate. Before declaring any
dividend there may be set apart out of any funds of the Company available for
dividends, such sum or sums as the Board of Directors from time to time in
their discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
Board of Directors shall deem conducive to the interests of the Company.
Section 6. SEAL. The corporate seal of the Company shall be in such form
as shall be determined by resolution of the Board of Directors. Said seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise imprinted upon the subject document or paper.
Section 7. FISCAL YEAR. The fiscal year of the Company shall end on June
30 of each year unless otherwise determined by resolution of the Board of
Directors.
Section 8. CHECKS. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Company shall be signed by such officer or officers, or agent or agents, of the
Company, and in such manner as shall be determined from time to time by
resolution of the Board of Directors.
Section 9. NOTICE AND WAIVER OF NOTICE. Whenever any notice is required
to be given under these Bylaws, personal notice is not required (except in the
case of notices pursuant to Article III, Section 3), and any notice so required
shall be deemed to be sufficient if given by depositing the same in the United
States mail, postage prepaid, addressed to the person entitled thereto at his
or her address as it appears on the records of the Company, and such notice
shall be deemed to have been given on the day of such mailing. Stockholders
not entitled to vote shall not be entitled to receive notice of any meetings
except as otherwise provided by law. Whenever any notice is required to be
given under the provisions of any law, or under the provisions of the
Certificate of Incorporation of the Company or of these Bylaws, a waiver
thereof, in writing and signed by the person or persons entitled to said
notice, whether before or after the time stated thereon, shall be deemed
equivalent to such required notice.
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ARTICLE VII
AMENDMENTS
In furtherance and not in limitation of the powers conferred by law, the
Board of Directors of the Company is expressly authorized and empowered to
adopt, amend and repeal the Bylaws of the Company by a majority vote at any
regular or special meeting of the Board of Directors or by written consent,
subject to the power of the stockholders of the Company to amend or repeal any
Bylaws made by the Board of Directors.
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