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Exhibit 3(b)
THE J.M. SMUCKER COMPANY
ORRVILLE, OHIO 44667
REGULATIONS
AS AMENDED AUGUST 18, 1987
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of shareholders of the
Company for the election of directors, the consideration of reports laid before
the meeting, and the transaction of such other business as may be specified in
the notice of the meeting or as may properly be brought before the meeting
shall be held at the principal office of the Company in Orrville, Ohio, or at
such other place either within or without the State of Ohio as may be
designated by the Board of Directors or by the President and specified in the
notice of such meeting, at ten o'clock a.m., or at such other time as may be
designated by the Board of Directors or by the President and specified in the
notice of the meeting, on the third Friday of August or such other business day
during the week in August in which such third Friday occurs as shall be fixed
by the Board of Directors no later than the preceding July 1.
Section 2. Special Meetings. Special meetings of the shareholders of
the Company may be held on any business day, when called by the Chairman of the
Board, or the President, or by a majority of the members of the Board of
Directors acting with or without a meeting, or by the persons who hold
twenty-five per cent of all the shares outstanding and entitled to vote
thereat. Such meetings shall be called to convene between nine o'clock a.m.
and four o'clock p.m. and shall be held at the principal office of the Company,
unless the same is called by the Board of Directors, in which case such
meetings may be held at any place in the State of Ohio designated by the Board
and specified in the notice of such meeting.
Section 3. Notice of Meetings. Not less than ten days before the date
fixed for a meeting of shareholders, written notice of the time, place, and
purposes of such meeting shall be given by the Secretary, or by the Assistant
Secretary, or by any other person or persons required or permitted by law to
give such notice. The notice shall be served upon or mailed to each
shareholder entitled to vote at or to notice of the meeting who is of record as
of the day next preceding the day on which notice is given or, if a record date
therefor is duly fixed, of record as of said date; if mailed, the notice shall
be directed to the shareholders at their respective addresses as they appear
upon the records of the Company. Notice of the time, place, and purpose of any
meeting of shareholders may be waived in writing, either before or after the
holding of such meeting, by any shareholder entitled to notice, which writing
shall be filed with or entered upon the records of the meeting. The attendance
of any shareholder at any such meeting without protesting the lack of proper
notice shall be deemed to be a waiver of notice of such meeting.
Section 4. Quorum. Except as may be otherwise provided by law or by
the Articles of Incorporation, at any meeting of the shareholders, the holders
of shares entitled to exercise a majority of the voting power of the Company
and present in person or by proxy shall constitute a quorum for such meeting;
except that no action required by law or by the Articles of Incorporation or
this Code of Regulations to be taken by a specified proportion of the voting
power of the Company or of any class of shares may be taken by a lesser
proportion; and except that the holders of shares entitled to exercise a
majority of the voting power of the Company represented thereat, whether or not
a quorum is present, may adjourn such meeting from time to time; if any meeting
is adjourned to another time or place, no notice as to such adjourned meeting
need be given other than by an announcement at the meeting at which such
adjournment is taken.
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Section 5. Proxies. The instrument appointing a proxy shall be in
writing and subscribed by the person making the appointment. The person so
appointed need not be a shareholder. Unless the writing appointing the proxy
otherwise provides, the presence of a shareholder at a meeting shall not
operate to revoke the writing appointing the proxy unless and until notice of
such revocation is given to the Company in writing or in open meeting.
Section 6. Approval and Ratification of Acts of Officers and Directors.
Except as otherwise provided by the Articles of Incorporation or by law, any
contract, act, or transaction, prospective or past, of the Company, or of the
directors, or of the officers may be approved or ratified by the affirmative
vote at a meeting of the shareholders, or by the written consent, with or
without a meeting, of the holders of record of shares entitling them to
exercise a majority of the voting power of the Company, and such approval or
ratification shall be as valid and binding as though affirmatively voted for or
consented to by every shareholder of the Company.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Classification; Election; Term of Office. The
Board of Directors shall be divided into three classes. Each class shall
consist of such number of directors, not fewer than three, (a) as the share-
holders, at any meeting of shareholders called for the purpose of electing
directors at which a quorum is present, by the affirmative vote of the holders
of a majority of the shares represented at the meeting and entitled to vote on
the proposal, may determine, or (b) as the directors, by the vote of a majority
of the directors then in office, may determine, except that, after the number
of directors in any class has been fixed by the shareholders, the directors may
not increase or decrease that number by more than two. Unless and until
otherwise so fixed or changed, two classes shall each consist of four directors
and one class shall consist of three directors. A separate election shall be
held for each class of directors at any meeting of shareholders at which a
member or members of more than one class of directors is being elected. At
each annual election the directors elected to the class whose term shall expire
in that year shall hold office for a term of three years and until their
respective successors are elected. In case of any increase in the number of
directors of any class, any additional directors elected to that class shall
hold office for a term that shall coincide with the full term or the remainder
of the term, as the case may be, of the class.
Section 2. Vacancies. In the event of the occurrence of any vacancy or
vacancies in the Board of Directors, however caused, the remaining directors,
though less than a majority of the whole authorized number of directors, may,
by the vote of a majority of their number, fill any such vacancy for the
balance of the unexpired term.
Section 3. Organization Meeting. Immediately after each annual meeting
of the shareholders, the newly elected Board of Directors shall hold an
organization meeting at the same place for the purpose of electing officers and
transacting any other business. Notice of such meeting need not be given.
Section 4. Regular Meetings. Regular meetings of the Board of
Directors may be held at such times and places within or without the State of
Ohio as may be provided for in by-laws or resolutions adopted by the Board of
Directors and upon such notice, if any, as shall be so provided.
Section 5. Special Meetings. Special meetings of the Board of
Directors may be held at any time within or without the State of Ohio upon call
by the Chairman of the Board or the President or a Vice President or any two
directors. Notice of each such meeting shall be given to each director by
letter or telegram or in person not less than three days prior to such meeting,
provided, however, that attendance of any director at any such meeting without
protesting the lack of proper notice shall be deemed to be a waiver of notice
of such meeting and such notice may be waived in writing, either before or
after the holding of such meeting, by any director, which writing shall be
filed with or entered upon the records of the meeting. Unless otherwise
indicated in the notice thereof, any business may be transacted at any
organization, regular, or special meeting.
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Section 6. Quorum. A quorum of the Board of Directors shall consist of
a majority of other members of the Board of Directors then in office; provided
that any organization meeting, or other meeting duly held, whether a quorum is
present or otherwise, may, by vote of a majority of the directors present at
the meeting, adjourn from time to time and place to place without notice other
than by announcement at the meeting. At each meeting of the Board at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in this Code of Regulations otherwise expressly
provided.
Section 7. Committees. The Board of Directors may at any time appoint
from its members an Executive, Finance, or any other committee or committees,
consisting of such number of members, not less than three, as the Board may
deem advisable, each of which members shall hold office during the pleasure of
the Board. Any such committee shall act only in the intervals between meetings
of the Board and shall have such powers as may, from time to time, be delegated
by the Board, except the power to fill vacancies in the Board or in any
committee of the Board. Subject to the aforesaid exceptions, any person
dealing with the Company shall be entitled to rely upon any act of, or
authorization of an act by, such committee, to the same extent as if such
action had been taken or authorized by the Board of Directors. Each committee
shall keep full and complete records of all meetings and actions, which shall
be open to inspection by the Board of Directors. Unless otherwise ordered by
the Board of Directors, any such committee may prescribe its own rules for
calling and holding meetings, and for its own method of procedure, and may act
by a majority of its members at a meeting or without a meeting by a writing
signed by all of its members.
Section 8. By-Laws. The Board of Directors may adopt By-Laws for its
own government, not inconsistent with the Articles of Incorporation or this
Code of Regulations.
ARTICLE III
OFFICERS
Section 1. Election and Designation of Officers. The Board of
Directors, at its organization meeting, may elect a Chairman of the Board and
shall elect a President, one or more Vice Presidents, a Secretary, a Treasurer,
and, in its discretion, an Assistant Secretary or Secretaries, an Assistant
Treasurer or Treasurers, and such other officers as the Board may deem
necessary. The Chairman of the Board and the President shall be directors, but
no one of the other officers need be a director; provided, however, that a Vice
President who is not a director shall not succeed to the office of President.
Any two or more of such offices, except those of President and Vice President,
or Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer, may
be held by the same person, but no officer shall execute, acknowledge, or
verify any instrument in more than one capacity, if such instrument is required
to be executed, acknowledged, or verified by two or more officers.
Section 2. Term of Office; Vacancies. The officers of the Company
shall hold office until the next organization meeting of the Board of Directors
and until their successors are elected, except in case of resignation, death,
or removal. The Board of Directors may remove any officer at any time with or
without cause by a majority vote of the whole Board. A vacancy in any office,
however created, may be filled by election by the Board of Directors.
Section 3. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and shall have such
powers and duties as may be prescribed by the Board of Directors.
Section 4. President. The President shall preside at all meetings of
the shareholders and, unless the Board of Directors elects a Chairman of the
Board, the President shall preside at all meetings of the Board of Directors.
Subject to directions of the Board of Directors, the President shall have
general executive supervision over the property, business, and affairs of the
Company. He may execute all authorized deeds, mortgages, bonds, contracts, and
other obligations in the name of the Company and shall have such other powers
and duties as may be prescribed by the Board of Directors.
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Section 5. Vice Presidents. The Vice Presidents in the order
designated shall perform all of the duties of the President in case of the
absence or disability of the latter or when circumstances prevent the latter
from acting, together with such other duties as the Board of Directors may
prescribe. The power of such Vice Presidents to execute all authorized deeds,
mortgages, bonds, contracts, and other obligations in the name of the Company
shall be coordinate with like powers of the President and any such instrument
so executed by any of such Vice Presidents shall be as valid and binding as
though executed by the President.
Section 6. Secretary. The Secretary shall keep the minutes of meetings
of the shareholders and the Board of Directors. He shall keep such books as
may be required by the Board of Directors, shall give notices of shareholders
and directors meetings required by law, or by these regulations, or otherwise,
and have such other powers and duties as the Board of Directors may prescribe.
Section 7. Treasurer. The Treasurer shall receive and have in charge
all money, bills, notes, bonds, stocks in other corporations, and similar
property belonging to the Company, and shall do with the same as may be ordered
by the Board of Directors. He shall keep accurate financial accounts and hold
the same open for the inspection and examination of the directors. On the
expiration of his term of office, he shall turn over to his successor, or to
the Board of Directors, all property, books, papers, and money of the Company
in his hands.
Section 8. Other Officers. The Assistant Secretaries, Assistant
Treasurers, if any, and any other officers that the Board of Directors may
elect shall have such powers and duties as the Board of Directors may
prescribe.
Section 9. Delegation of Duties. The Board of Directors is authorized
to delegate the duties of any officer to any other officer and generally to
control the action of the officers and to require the performance of duties in
addition to those mentioned herein.
ARTICLE IV
COMPENSATION
Section 1. Directors and Members of Committees. Members of the Board
of Directors and members of any committee of the Board shall, as such, receive
such compensation, which may be either a fixed sum for attendance at each
meeting of the Board, or at each meeting of the committee, or stated
compensation payable at intervals, or shall otherwise be compensated as may be
determined by the Board of Directors or any committee of the Board, which
compensation may be in different amounts for various members of the Board or
any committee; provided, however, that no director shall receive compensation
as such, or as a member of any committee, who is receiving compensation on a
full-time basis from the Company either as an officer or an employee. No
member of the Board of Directors and no member of any committee of the Board
shall be disqualified from being counted in the determination of a quorum at
any meeting of either the Board or a committee of the Board by reason of the
fact that matters affecting his own compensation as a director, member of a
committee of the Board, officer, or employee are to be determined, or shall be
disqualified from acting other than on matters directly relating to such
member's own compensation.
Section 2. Officers and Employees. The compensation of officers and
employees of the Company, or the method of fixing such compensation, shall be
determined by or pursuant to authority conferred by the Board of Directors or
any committee of the Board of Directors. Such compensation may be by way of
fixed salary, or on the basis of earnings of the Company, or any combination
thereof, or otherwise, as may be determined from time to time by the Board of
Directors or any committee of the Board.
ARTICLE V
INDEMNIFICATION
Section 1. Indemnification. The Company shall indemnify, to the full
extent then permitted by law, any person who is or was 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, by
reason of the fact that such person
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is or was a member of the Board of Directors or an officer or employee of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer, or employee of another corporation, partnership, joint
venture, trust, or other enterprise. The Company shall pay to the full extent
then required or permitted by law expenses, including attorney's fees, incurred
by a member of the Board of Directors in defending any such action, suit, or
proceeding as they are incurred, in advance of the final disposition thereof,
and may pay in the same manner to the full extent then permitted by law such
expenses incurred by any other person. The indemnification and payment of
expenses provided hereby shall not be exclusive of, and shall be in addition
to, any other rights granted to those seeking indemnification under any law,
the Articles of Incorporation, or any agreement, vote of shareholders or
disinterested members of the Board of Directors, or otherwise, both as to
action in official capacities and as to action in another capacity while a
member of the Board of Directors or an officer or employee of the Company, and
shall continue as to a person who has ceased to be a director, trustee,
officer, or employee and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
Section 2. Insurance. The Company may, to the full extent then
permitted by law and authorized by the Board of Directors, purchase and
maintain insurance or furnish similar protection, including but not limited to
trust funds, letters of credit, or self-insurance, on behalf of or for any
persons described in Section 1 against any liability asserted against and
incurred by any such person in any such capacity, or arising out of his or her
status as such, whether or not the Company would have the power to indemnify
such person against such liability. Insurance may be purchased from or
maintained with a person in which the Company has a financial interest.
Section 3. Agreements. The Company, upon approval by the Board of
Directors, may enter into agreements with any persons whom the Company may
indemnify under these Regulations or under law and undertake thereby to
indemnify such persons and to pay in advance of any final disposition the
expenses incurred by them in defending any action, suit, or proceeding against
them, whether or not the Company would be required or permitted under these
Regulations to indemnify any such person.
ARTICLE VI
RECORD DATES
The Board of Directors may fix a date, which shall not be a past date
and which shall be not more than forty-five days preceding the date of any
meeting of shareholders, or the date fixed for the payment of any dividend or
distribution, or the date for the allotment of rights, or (subject to contract
rights with respect thereto) the date when any change or conversion or exchange
of shares shall be made or go into effect, or the date as of which written
consents, waivers, or releases are to be obtained from shareholders, as a
record date for the determination of the shareholders entitled to notice of and
to vote at any such meeting, or any adjournments thereof, or entitled to
receive payment of any such dividend, distribution, or allotment of rights, or
to exercise the rights in respect to any such change, conversion, or exchange
of shares, or to execute consents, waivers, or releases, and, in such case,
only shareholders of record on the date so fixed shall be entitled to notice of
and to vote at such meeting, or any adjournments thereof, or to receive payment
of such dividend, distribution, or allotment of rights, or to exercise such
rights, or to execute such consents, waivers, or releases, as the case may be,
notwithstanding any transfer of any shares on the books of the Company after
any record date fixed as aforesaid. The Board of Directors may close the books
of the Company against transfers of shares during the whole or any part of such
period, including the time of such meeting of the shareholders or any
adjournments thereof.
ARTICLE VII
CERTIFICATES FOR SHARES
Section 1. Form of Certificates and Signatures. Certificates for shares
shall be in such form as the Board of Directors may from time to time
prescribe. Such certificates shall be signed by the Chairman of the Board of
Directors, or the President, or a Vice President, and by the Secretary, or an
Assistant Secretary, or the Treasurer, or an Assistant Treasurer of the
Company, and shall certify the number and class of shares held by the
respective shareholders in such Company. When such certificate is
countersigned by an incorporated transfer agent or
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registrar, the signature of any of said officers of the Company may be
facsimile, engraved, stamped, or printed. Although any officer of the Company
whose manual or facsimile signature is affixed to a share certificate shall
cease to be such officer before the certificate is delivered, such certificate
nevertheless shall be effective in all respects when delivered.
Section 2. Transfer of Shares. Shares of the Company shall be
transferable upon the books of the Company by the holders thereof, in person,
or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class or series, with duly
executed assignment and power of transfer endorsed thereon or attached thereto,
and with such proof of the authenticity of the signatures to such assignment
and power of transfer as the Company or its agents may reasonably require.
Notwithstanding the foregoing, unless the conditions set forth in
sections (B) through (E) of Article Seventh of the Amended Articles of
Incorporation of the Company have been satisfied, no transfer of shares of the
Company to which such conditions were applicable shall be effective as to the
Company, the transferor, or the transferee. Any Person (as such term is
defined in paragraph (2) of Section (A) of such Article Seventh) who acquires
or attempts to acquire shares of the Company in violation of such Article
Seventh shall have no right to vote any of such shares of the Company on any
matter to be submitted to the vote of the shareholders; in addition, those
shares of the Company acquired in violation of such Article Seventh shall, at
the option of the Directors of the Company, be subject to redemption, in whole
or in part, by the Company at a purchase price per share equal to the lesser of
(a) the price paid by the Person in acquiring the shares of the Company in
violation of such Article Seventh and (b) the arithmetic average of the daily
closing sale prices for shares of the same class or series traded on a national
securities exchange or in the over-the-counter market for the ten trading days
preceding (1) the date on which the Person, in violation of such Article
Seventh, acquired the first of the shares of the Company or (2), if applicable,
the date on which the Person publicly announced his intention to acquire
beneficial ownership of Common Shares in a control share acquisition (as
defined in such Article Seventh), whichever computation produces the lower
average.
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