EXHIBIT 3(ii)
BY-LAWS
OF
SAVANNAH FOODS & INDUSTRIES, INC.
(A DELAWARE CORPORATION)
ARTICLE I.
OFFICES
SECTION 1. Registered Office in Delaware. The registered
office of SAVANNAH FOODS & INDUSTRIES, INC. (hereinafter called
the "Corporation") in the State of Delaware shall be in the City
of Wilmington, County of New Castle, and the registered agent in
charge thereof shall be The Corporation Trust Company, 100 West
Tenth Street, Wilmington, Delaware 19801.
SECTION 2. Other Offices. The Corporation may have such
other office or offices at such other place or places, either
within or without the State of Delaware, as the Board of
Directors may from time to time determine or as shall be
necessary or appropriate for the conduct of the business of the
Corporation.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meeting. Meetings of stockholders may
be held at such place or places, either within or without the
State of Delaware, as the Board of Directors may from time to
time determine, or as shall be necessary or appropriate for the
conduct of the business of the Corporation.
SECTION 2. Annual Meetings. The annual meeting of
stockholders for the election of directors and the transaction of
other business shall be held on the third Thursday in February in
each year commencing with the year 1994. At each annual meeting
the stockholders entitled to vote shall elect a Board of
Directors and may transact such other business as may properly
come before the meeting.
Section 2 Amended 7/21/93
SECTION 3. Special Meetings. A special meeting of the
stockholders, or of any class thereof entitled to vote, for any
purpose or purposes, may be called at any time by the Chairman of
the Board, the President, or by order of the Board of Directors.
SECTION 4. Notice of Meeting. Except as otherwise
expressly required by law, written notice of each meeting of
stockholders, whether annual or special, stating the place, date
and hour of the meeting, shall be given not less than ten days
nor more than fifty days before the date on which the meeting is
to be held, to each stockholders of record entitled to vote
thereat by delivering a notice thereof to him personally or by
mailing such notice in a postage prepaid envelope directed to him
at his address as it appears on the stock ledger of the
Corporation, unless he shall have filed with the Secretary of the
Corporation a written request that notices intended for him be
directed to another address, in which case such notice shall be
directed to him at the address designated in such request. Every
notice of a special meeting of the stockholders, besides stating
the time and place of the meeting, shall state briefly the
objects or purposes thereof.
Notices of any meeting of stockholders shall not be required
to be given to any stockholder who shall attend such meeting in
person or by proxy unless such attendance is 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; and, if any stockholder shall, in person or
by attorney thereunto authorized, in writing or by telegraph,
cable or wireless, waive notice of any meeting of the
stockholders, whether prior to or after such meeting, notice
thereof need not be given to him.
If a meeting is adjourned to another time or place and if
any announcement of the adjourned time and place is made at the
meeting, it shall not be necessary to give notice of the
adjourned meeting unless the adjournment is for more than thirty
days or the Board of Directors, after adjournment, fixes a new
record date for the adjourned meeting.
SECTION 5. List of Stockholders. It shall be the duty of
the Secretary or other officer of the Corporation who shall have
charge of the stock ledger to prepare and make, at least ten days
before every meeting of the stockholders, a complete list of the
stockholders entitled to vote thereat, arranged in alphabetical
order, and showing the address of each stockholder and the number
of shares registered in his name. Such list 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 be kept
and produced at the time and place of the meeting during the
whole time thereof and subject to the inspection of any
stockholder who may be present. The original or duplicate stock
ledger shall be the only evidence as to who are the stockholders
entitled to examine such list or the books of the Corporation or
to vote in person or by proxy at such meeting.
SECTION 6. Quorum. At each meeting of the stockholders,
the holders of record of a majority of the issued and outstanding
stock of the Corporation entitled to vote at such meeting,
present in person or by proxy, shall constitute a quorum for the
transaction of business, except where otherwise provided by law,
the Certificate of Incorporation or these By-Laws. In the
absence of a quorum, any officer entitled to preside at, or act
as Secretary of, such meeting shall have the power to adjourn the
meeting from time to time until a quorum shall be constituted.
At any such adjourned meeting at which a quorum shall be present
any business may be transacted which might have been transacted
at the meeting as originally called, 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 7. Voting. Except as otherwise provided in the
Certificate of Incorporation, at every meeting of stockholders
each holder of record of the issued and outstanding stock of the
Corporation entitled to vote at such meeting shall be entitled to
one vote, in person or by proxy, for each such share of stock
entitled to vote held by such stockholder, but no proxy shall be
voted after three years from its date unless the proxy provides
for a longer period. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such
corporation is held by the corporation, shall neither be entitled
to vote nor counted for quorum purposes. Nothing in this Section
shall be construed as limiting the right of the Corporation to
vote its own stock held by it in a fiduciary capacity. At all
meetings of the stockholders, a quorum being present, all matters
shall be decided by majority vote of the shares of stock entitled
to vote held by stockholders present in person or by proxy,
except as otherwise required by the Certificate of Incorporation
or the laws of the State of Delaware.
Unless demanded by a stockholder of the corporation present
in person or by proxy at any meeting of the stockholders and
entitled to vote thereat, or so directed by the Chairman of the
meeting or required by the laws of the State of Delaware, the
vote thereat on any question need not be by ballot. On a vote by
ballot, each ballot shall be signed by the stockholder voting, or
in his name by his proxy, if there by such proxy, and shall state
the number of shares voted by him and the number of votes to
which each share is entitled.
SECTION 8. Inspectors at Shareholders' Meetings. The Board
of Directors, in advance of any shareholders' meeting may appoint
one or more inspectors to act at the meeting or any adjournment
thereof. If inspectors are not so appointed, the person
presiding at the shareholders' meeting may, and on the request of
any shareholder entitled to vote thereat shall, appoint one or
more inspectors. In case any person appointed fails to appear or
act, the vacancy may be filled by appointment made by the Board
of Directors in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, before entering the
discharge of his duties, shall take and sign an oath faithfully
to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.
The inspectors 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 validity and
effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting
or any shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any challenge, question or matter
determined by them and execute a certificate of any fact found by
them. Any report or certificate made by them shall be prima
facia evidence of the facts stated and the vote as certified by
them.
SECTION 9. Nominations of Directors. Only persons who are
nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation.
Nominations of persons for election to the Board of Directors may
be made at any annual meeting of stockholders, or at any special
meeting of stockholders called in the manner set forth in Article
II, Section 3 hereof for the purpose of electing directors, (a)
by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 9 and on the
record date for the determination of stockholders entitled to
vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 9.
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the
Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices of the Corporation (a) in the case of an annual meeting,
not less than sixty (60) days nor more than ninety (90) days
prior to the anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in the event
that the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date, notice by
the stockholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs; and (b) in the
case of a special meeting of stockholders called in the manner
set forth in Article II, Section 3 hereof for the purpose of
electing directors, not later than the close of business on the
tenth (10th) day following the day on which notice of the date of
the special meeting was mailed or public disclosure of the date
of the special meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director (i)
the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of
record by the person and (iv) any other information relating to
the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i)
the name and record address of such stockholder, (ii) the class
or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by such
stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed nominee
and any other person or persons (including their names) pursuant
to which the nomination(s) are to be made by such stockholder,
(iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named
in its notice and (v) any other information relating to such
stockholder that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
No person shall be eligible for election as a director of
the Corporation unless nominated in accordance with the
procedures set forth in this Section 9. If the Chairman of the
meeting determines that a nomination was not made in accordance
with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective nomination shall be
disregarded.
Section 9 Inserted 12/6/91
SECTION 10. Action at Meetings of Stockholders. No
business may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the notice of
meeting (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the direction
of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual
meeting by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice
provided for in this Section 10 and on the record date for the
determination of stockholders entitled to vote at such annual
meeting and (ii) who complies with the notice procedures set
forth in this Section 10.
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for
a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder
proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the
annual meeting, (ii) the name and record address of such
stockholder, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or
of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection
with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 10,
provided, however, that, once business has been properly brought
before the annual meeting in accordance with such procedures,
nothing in this Section 10 shall be deemed to preclude discussion
by any stockholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such
business shall not be transacted.
The business transacted at any special meeting of
stockholders called in the manner set forth in Article II,
Section 3 hereof shall be confined to the business stated in the
notice of meeting, as determined by the person or persons calling
such meeting.
Section 10 Inserted 12/6/91
ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. General Powers. The property, business and
affairs of the Corporation shall be managed by the Board of
Directors.
SECTION 2. Number, Term of Office, and Qualifications. The
number of Directors shall not be less than three nor more than
fifteen as fixed from time to time by resolution of the Board of
Directors; provided however, that the number of Directors to be
elected at the annual meeting in 1987 shall be four, to be
elected for three-year terms expiring in 1990. And, upon
approval of this amendment by the stockholders, the Directors
then in office will elect a fifth member for a three-year term
expiring in 1990.
Section 2 amended 2/16/95
Commencing in the year 1988, all Directors to be elected
shall be elected for three-year terms except as hereinafter
provided in Section 9 of Article III of these By-Laws with
respect to Directors elected to fill certain vacancies; provided,
however, that the director elected by the Board of Directors in
1990 to fill the vacancy created by the increase in the number of
Directors to 13 will serve until the annual meeting in 1991. No
person shall be eligible to serve as a Director beyond December
31 of the year in which he reaches the age of sixty-eight, and no
person shall be eligible to serve as a Director beyond December
31 of the third year following retirement from his principal
occupation of employment at the time he first became a Director.
Each Director shall continue in office until the annual meeting
in the year in which his term expires and until his successor
shall have been elected and qualified, or until his death,
resignation, or removal.
Section 2 Amended 2/1/91
SECTION 3. Quorum and Manner of Acting. Unless otherwise
provided by law, the presence of one-third of the whole Board of
Directors shall be necessary to constitute a quorum for the
transaction of business. In the absence of a quorum, a majority
of the directors present may adjourn the meeting from time to
time until a quorum shall be present. Notice of any adjourned
meeting need not be given. At all meetings of directors, a
quorum being present, all matters shall be decided by the
affirmative vote of a majority of the directors present, except
as otherwise required by the laws of the State of Delaware.
SECTION 4. Place of Meetings, etc. The Board of Directors
may hold its meetings and keep the books and records of the
Corporation at such place or places within or without the State
of Delaware, as the Board may from time to time determine.
SECTION 5. Annual Meeting. As promptly as practicable
after each annual meeting of stockholders for the election of
directors, the Board of Directors shall meet in Savannah,
Georgia, for the purpose of organization, the election of
officers and the transaction of other business. Notice of such
meeting need not be given. If such meeting is held at any other
time, notice thereof must be given as hereinafter provided for
special meetings of the Board of Directors or a consent and
waiver of notice thereof must be signed by all the directors.
SECTION 6. Regular Meetings. The Board of Directors shall
hold six regular meetings annually at such time and place, within
or without the State of Delaware, as determined by the President
and specified in the notice of call thereof. The President shall
endeavor to schedule the regular meetings during a calendar year
at approximately even intervals if practicable. Notice of call
of such meetings shall specify the time and date and be given
each director in writing mailed no less than five (5) days nor
more than thirty (30) days before such meeting.
Section 6 Amended 3/4/88
SECTION 7. Special Meetings. Special meetings of the Board
of Directors may be called at any time by the Chairman of the
Board, when there is such an officer, or by the President, and
shall be called at the request in writing of any three directors,
on not less than three hours' notice to each director personally
or by telegram, or on not less than three days' written notice to
each director by mail. Notice of call of each special meeting
shall state the date, time and place of the meeting. In lieu of
the notice to be given as set forth above, a waiver thereof in
writing, signed by the director or directors entitled to said
notice, whether prior to or after the meeting in question, shall
be deemed equivalent thereto for purposes of this Section 7. No
notice to or waiver by any director with respect to any special
meeting shall be required if such director shall be present at
said meeting.
SECTION 8. Resignation. Any director of the Corporation
may resign at any time by giving written notice to the Chairman
of the Board, when there is such an officer, or to the President
or the Secretary of the Corporation. The resignation of any
director shall take effect upon receipt of notice thereof or at
such later time as shall be specified in such notice; and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. When one or more
directors shall resign from the Board, effective at a future
date, a majority of the directors then in office, including those
who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective.
(A). Any director or the entire Board of Directors may be
removed, with or without cause, by an affirmative vote of 75% of
the holders of the outstanding stock of the Corporation entitled
to vote in the election of directors, considered for this purpose
as one class, taking such action at an annual meeting of
stockholders or at a special meeting of stockholders duly called
for such purpose. Alternatively, any director may be removed for
cause at any time by the affirmative vote of a majority of the
directors then in office.
SECTION 9. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors
then in office, though less than a quorum, unless otherwise
provided by the Certificate of Incorporation or the laws of the
State of Delaware. Each director so chosen shall hold office for
the unexpired term of the director whose place shall be vacant,
provided that each director so chosen to fill the vacancy created
by increase in the number of directors shall be elected for a
term to be designated by the Directors at the time of his
election and shall continue in office for such term and until his
successor shall have been elected and qualified, and until his
death, resignation or removal.
SECTION 10. Compensation of Directors. Directors, by
resolutions of the Board, may be appropriately compensated for
their work as directors, and for attendance at each regular or
special meeting of the Board, or any Committee thereof. Nothing
herein contained shall be construed to preclude any director from
servicing the Corporation or any subsidiary thereof in any other
capacity and receiving compensation therefore.
SECTION 11. Executive Committee and Other Committees. The
Board of Directors, by resolution adopted by a majority of the
entire Board, may designate from among its members an Executive
Committee and other committees to serve at the pleasure of the
Board. Each committee shall consist of three or more directors.
Except as set forth below and as otherwise limited by the General
Corporation Law of the State of Delaware, the Executive Committee
shall have all of the authority of the Board of Directors. Each
other committee shall be empowered to perform such functions as
may, by resolution, be delegated to it by the Board.
The Board of Directors may designate one or more directors
as alternate members of any such committee, who may replace any
absent member or members at any meetings of such committee.
Vacancies in any committee, whether caused by resignation or by
increase in the number of members constituting said committee,
shall be filled by a majority of the entire Board of Directors.
The Executive Committee may fix its own quorum and elect its own
Chairman. In the absence or disqualification of any member of
such committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member
of the Board of Directors to act at the meeting in place of any
such absent or disqualified member.
The Board of Directors shall have power to change the
membership of any such committee at any time and to discharge any
such committee, either with or without cause, at any time. Each
member of any such committee shall be paid such fee, if any, as
shall be fixed by the Board of Directors for each meeting of such
committee which he shall attend and, in addition, such
transportation and other expenses actually incurred by him in
going to the meeting of such committee and returning therefrom as
the Board of Directors shall approve.
SECTION 12. 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 or
of such committee, as the case may be, and such written consent
is filed with the minutes or proceedings of the Board or
committee.
ARTICLE IV.
OFFICERS
SECTION 1. Number. The principal officers of the
Corporation shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer. The Corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board of
Directors, an Executive Vice President, and such other officers
as may be appointed in accordance with the provisions of these
By-Laws. The offices of Executive Vice President, or of a Vice
President, the Secretary and the Treasurer or any of them may be
held by the same persons in the discretion of the Board of
Directors. The offices of President and Treasurer may also be
held by the same person.
SECTION 2. Election and Term of Office. The principal
officers of the Corporation shall be chosen annually by the Board
of Directors at the annual meeting thereof. Each such officer
shall hold office until his successor shall have been duly chosen
and shall qualify, or until his death, or until he shall resign
or shall have been removed in the manner hereinafter provided.
SECTION 3. Subordinate Officers. In addition to the
principal officers enumerated in Section I of this Article IV,
the Corporation may have one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers, agents and
employees as the Board of Directors may deem necessary, each of
whom shall hold office for such period, have such authority, and
perform such duties as the President or the Board of Directors
may from time to time determine. The Board of Directors may
delegate to any principal officer the power to appoint and to
remove any such subordinate officers, agents or employees.
SECTION 4. Removal. Any officer may be removed, either
with or without cause, at any time, by resolution adopted by the
Board of Directors at any regular meeting of the Board, or at any
special meeting of the Board called for that purpose at which a
quorum is present.
SECTION 5. Resignations. Any officer may resign at any
time by giving written notice to the Board of Directors or to the
President or to the Secretary. Any such resignation shall take
effect upon receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
SECTION 6. Vacancies. A vacancy in any office may be
filled for the unexpired portion of the term in the manner
prescribed in these By-Laws for election or appointment to such
office for such term.
SECTION 7. Chairman of the Board. When there is a Chairman
of the Board he shall preside at all meetings of stockholders and
at all meetings of the Board of Directors. He shall perform such
other duties and have such other powers as the Board of Directors
may from time to time prescribe.
SECTION 8. President. The President shall be the Chief
Executive Officer of the Corporation, and as such shall have
general supervision of the affairs of the Corporation, subject to
the control of the Board of Directors. He shall be an ex officio
member of all standing committees. In the absence of the
Chairman of the Board, or whenever the office is vacant, the
President shall preside at all meetings of stockholders and at
all meetings of the Board of Directors. Subject to the control
and direction of the Board of Directors the President may enter
into any contract or execute and deliver any instrument in the
name and on behalf of the Corporation. In general, he shall
perform all duties incident to the office of President, as herein
defined, and all such other duties as from time to time may be
assigned to him by the Board of Directors.
SECTION 9. Vice Presidents. When there is an Executive
Vice President, he shall, in the absence or disability of the
President, perform the duties and exercise the powers of the
President. He shall perform such other duties and have such
other powers as the President or the Board of Directors may from
time to time prescribe. In the absence or disability of the
Executive Vice President, the Board of Directors shall determine
the Vice President or other officer to perform the duties and
exercise the powers of the President.
Vice Presidents shall perform such duties and have such
other powers as the President or the Board of Directors may from
time to time prescribe.
SECTION 10. Secretary. The Secretary, if present, shall
act as secretary at all meetings of the Board of Directors and of
the stockholders, and keep the minutes thereof in a book or books
to be provided for that purpose; shall see that all notices
required to be given by the Corporation are duly given and
served; shall have charge of the stock records of the
Corporation; shall see that all reports, statements and other
documents required by law are properly kept and filed; and in
general, shall perform all the duties incident to the office of
Secretary and such other duties as from time to time may be
assigned to him by the President or the Board of Directors.
SECTION 11. Treasurer. The Treasurer shall have charge and
custody of, and be responsible for, all funds and securities of
the Corporation, and shall deposit all such funds in the name of
the Corporation in such banks or other depositories as shall be
selected by the Board of Directors. He shall exhibit at all
reasonable times his books of account and records to any of the
directors of the Corporation upon application during business
hours at the office of the Corporation where such books and
records shall be kept; when requested by the Board of Directors,
shall render a statement of the condition of the finances of the
Corporation at any meeting of the Board or at the annual meeting
of stockholders; shall receive, and give receipts for, moneys due
and payable to the Corporation from any source whatsoever; and in
general, shall perform all the duties incident to the office of
the Treasurer and such other duties as from time to time may be
assigned to him by the President or the Board of Directors. The
Treasurer shall give such bond, if any, for the faithful
discharge of his duties as the Board of Directors may require.
SECTION 12. Salaries. The salaries of the principal
officers shall be fixed from time to time by the Board of
Directors, and the salaries of any other officers may be fixed by
the President.
ARTICLE V.
SHARES AND THEIR TRANSFER
SECTION 1. Certificate for Stock. Every stockholder of the
Corporation shall be entitled to a certificate or certificates,
to be in such form as the Board of Directors shall prescribe,
certifying the number of shares of the capital stock of the
Corporation owned by him.
SECTION 2. Stock Certificate Signature. The certificates
for such stock shall be numbered in the order in which they shall
be issued and shall be signed by the President or any Vice
President and the Secretary or Treasurer of the Corporation, and
its seal shall be affixed thereto. If such certificate is
countersigned (1) by a transfer agent other than the Corporation
or its employee, or, (2) by a registrar other than the
Corporation or its employee, the signatures of such officers of
the Corporation may be facsimiles. In case any officer of the
Corporation who has signed, or whose facsimile signature has been
placed upon any such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by
the Corporation with the same effect as if he were such officer
at the date of issue.
SECTION 3. Stock Ledger. A record shall be kept by the
Secretary, transfer agent or by any other officer, employee or
agent designated by the Board of Directors of the name of the
person, firm or corporation holding the stock represented by such
certificates, the number of shares represented by such
certificates, respectively, and the respective dates thereof, and
in case of cancellation, the respective dates of cancellation.
SECTION 4. Cancellation. Every certificate surrendered to
the Corporation for exchange or registration of transfer shall be
canceled, and no new certificate or certificates shall be issued
in exchange for any existing certificate until such existing
certificate shall have been so cancelled, except in cases
provided in Section 7 of this Article V.
SECTION 5. Registrations of Transfers of Stock.
Registrations of transfers of shares of the capital stock of the
Corporation shall be made on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, or with a transfer clerk or a
transfer agent appointed as in Section 6 of this Article V
provided, and on surrender of the certificate or certificates for
such shares properly endorsed and the payment of all taxes
thereon. The person in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof for
all purposes as regards the Corporation; provided, however, that
whenever any transfer of shares shall be made for collateral
security, and not absolutely, it shall be so expressed in the
entry of the transfer if, when the certificates are presented to
the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.
SECTION 6. Regulations. The Board of Directors may make
such rules and regulations as it may deem expedient, not
inconsistent with the Certificate of Incorporation or these
By-Laws, concerning the issue, transfer and registration of
certificates for shares of the stock of the Corporation. It may
appoint, or authorize any principal officer or officers to
appoint, one or more transfer clerks or one or more transfer
agents and one or more registrars, and may require all
certificates of stock to bear the signature or signatures of any
of them.
SECTION 7. Lost, Stolen, Destroyed or Mutilated
Certificates. As a condition of the issue of a new certificate
for shares of stock in the place of any certificate theretofore
issued and alleged to have been lost, stolen, mutilated or
destroyed, the Board of Directors, in its discretion, may require
the owner of any such certificate, or his legal representatives,
to file with the Corporation a bond in such sum and in such form
as it may deem sufficient to indemnify the Corporation against
any claim that may be made against it on account of the alleged
loss, theft, mutilation or destruction of any such certificate or
the issuance of such new certificate. Proper evidence of such
loss, theft, mutilation or destruction shall be procured for the
Board of Directors, if it so requires. The Board of Directors,
in its discretion, may authorize the issuance of new certificates
without any bond when in its judgment it is proper to do so.
SECTION 8. Record Dates. For the purpose of determining
the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, 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, in advance, a date as a record date for any such
determination of stockholders. Such record date shall not be
more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.
Section 8 Amended 12/6/91
ARTICLE VI.
INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of
Delaware, indemnify any and all persons whom it shall have power
to indemnify under said Section from and against any and all of
the expenses, liabilities or other matters referred to in, or
covered by said Section.
ARTICLE VII.
MISCELLANEOUS PROVISIONS
SECTION 1. Corporate Seal. The Board of Directors shall
provide a corporate seal, which shall be in the form of a circle,
and shall bear the name of the Corporation and words and figures
showing that it was incorporated in the State of Delaware in the
year 1969. The Secretary shall be the custodian of the seal.
The Board of Directors may authorize a duplicate seal to be kept
and used by any other officer.
SECTION 2. Fiscal Year. The fiscal year of the Corporation
shall end on the Sunday nearest September 30 in each year
commencing with the year 1993.
Section 2 Amended 7/21/93
SECTION 3. Voting of Stocks Owned by the Corporation. The
Board of Directors may authorize any person in behalf of the
Corporation to attend, vote and grant proxies to be used at any
meeting of stockholders of any corporation (except this
Corporation) in which the Corporation may hold stock.
SECTION 4. Dividends. Subject to the provisions of the
Certificate of Incorporation, the Board of Directors may, out of
funds legally available therefor, at any regular or special
meeting declare dividends upon the capital stock of the
Corporation as and when they deem expedient. Before declaring
any dividend, there may be set apart out of any funds of the
Corporation available for dividends such sum or sums as the
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
Corporation.
ARTICLE VIII.
AMENDMENTS
The Board of Directors may alter, amend or repeal the
By-laws of the Corporation at any regular or special meeting of
the Board of Directors. Except as may otherwise be provided in
the Certificate of Incorporation, stockholders may alter, amend
or repeal the By-laws of the Corporation at any annual or special
meeting of stockholders only upon the affirmative vote of a
majority of the stock of the Corporation issued and outstanding
and entitled to vote in respect thereof, provided that notice of
the proposed alteration, amendment or repeal is contained in the
notice of such meeting. By-laws, whether made or altered by the
stockholders or by the Board of Directors, shall be subject to
alteration or repeal by the stockholders as in this Article VIII
above provided.
Article VIII Amended 12/6/91