Exhibit 3.2
BY-LAWS
OF
ANHEUSER-BUSCH COMPANIES, INC.
(AS AMENDED AND RESTATED SEPTEMBER 24, 2003)
INCORPORATED UNDER THE LAWS OF DELAWARE
TABLE OF CONTENTS
BY-LAWS
OF
ANHEUSER-BUSCH COMPANIES, INC.
Page
ARTICLE I:
LOCATION AND OFFICES
Section 1:1 Principal Office.................... 1
Section 1:2 Other Offices....................... 1
ARTICLE II:
STOCKHOLDERS
Section 2:1 Annual Meeting...................... 1
Section 2:2 Business to be Conducted
at Annual Meeting................ 1
Section 2:3 Special Meetings.................... 2
Section 2:4 Place of Meetings................... 2
Section 2:5 Notice of Meetings.................. 2
Section 2:6 Quorum and Voting................... 3
Section 2:7 Voting; Proxy....................... 3
Section 2:8 Voting by Fiduciaries,
Pledgee and Pledgors.............. 3
Section 2:9 Nomination of Directors............. 4
Section 2:10 List of Stockholders................ 5
Section 2:11 Appointment of Inspectors
of Election and Resolution
of Questions Concerning
Right to Vote.................... 5
ARTICLE III:
DIRECTORS
Section 3:1 General Powers...................... 6
Section 3:2 Number and Qualifications........... 6
Section 3:3 Election............................ 6
Section 3:4 Place of Meetings................... 6
Section 3:5 Regular Meetings.................... 7
Section 3:6 Special Meetings.................... 7
Section 3:7 Quorum.............................. 7
Section 3:8 Waiver of Notice.................... 8
Section 3:9 Consent............................. 8
Section 3:10 Notice to Members of the
Board of Directors............... 8
Section 3:11 Presiding Officer................... 8
ARTICLE IV:
COMMITTEES
Section 4:1 Executive Committee -
Appointment and Tenure........... 8
Section 4:2 Executive Committee -
Powers........................... 9
Page
Section 4:3 Executive Committee -
Notice of Meetings............... 9
Section 4:4 Executive Committee -
Quorum and Powers
of Majority...................... 9
Section 4:5 Executive Committee -
Reporting........................ 9
Section 4:6 Other Committees.................... 10
ARTICLE V:
OFFICERS
Section 5:1 Appointment......................... 10
Section 5:2 Tenure.............................. 10
Section 5:3 Chief Executive Officer............. 10
Section 5:4 Chairman of the Board............... 11
Section 5:5 President........................... 11
Section 5:6 Other Officers...................... 11
ARTICLE VI:
CAPITAL STOCK AND DIVIDENDS
Section 6:1 Certificates for Shares............. 11
Section 6:2 Stock Records....................... 11
Section 6:3 Transfers........................... 12
Section 6:4 Regulations Governing Issuance
and Transfers of Shares.......... 12
Section 6:5 Transfer Agents and
Registrars....................... 12
Section 6:6 Lost or Destroyed
Certificates..................... 12
Section 6:7 Fractions of Shares................. 12
Section 6:8 Determination of
Stockholders..................... 13
Section 6:9 Record Date......................... 13
ARTICLE VII:
MISCELLANEOUS
Section 7:1 Voting Shares in Other
Corporations..................... 13
Section 7:2 Execution of Other Papers
and Documents.................... 13
Section 7:3 Corporate Seal...................... 14
Section 7:4 Amendments.......................... 14
Section 7:5 Books and Records................... 14
BY-LAWS
OF
ANHEUSER-BUSCH COMPANIES, INC.
(AS AMENDED AND RESTATED SEPTEMBER 24, 2003)
ARTICLE I: LOCATION AND OFFICES
PRINCIPAL OFFICE.
SECTION 1:1. The principal office of the corporation shall be at
such place as the Board of Directors may from time to time determine,
but until a change is effected such principal office shall be at One
Busch Place, in the City of St. Louis, Missouri.
OTHER OFFICES.
SECTION 1:2. The corporation may also have other offices, in such
places (within or without the State of Delaware) as the Board of
Directors may from time to time determine.
ARTICLE II: STOCKHOLDERS
ANNUAL MEETING.
SECTION 2:1. An annual meeting of the stockholders of the
corporation shall be held at 10:00 o'clock a.m. on the fourth Wednesday
in April of each year if not a legal holiday, and if a legal holiday
then on the next succeeding day not a legal holiday. The purpose of the
meeting shall be to elect directors and to transact such other business
as properly may be brought before the meeting. If the corporation shall
fail to hold said meeting for the election of directors on the date
aforesaid, the Board of Directors shall cause the election to be held
by the stockholders as soon thereafter as convenient.
BUSINESS TO BE CONDUCTED AT ANNUAL MEETING.
SECTION 2:2.1 At an annual meeting of stockholders, only such
business shall be conducted as shall have been brought before the
meeting (i) pursuant to the corporation's notice of the meeting, (ii)
by or at the direction of the Board of Directors (or any duly organized
committee thereof), or (iii) by any stockholder of the corporation who
is a stockholder of record on the date of giving of the notice provided
for in this By-Law and on the record date for the determination of
stockholders entitled to vote at such meeting and who has complied with
the notice procedures set forth in this By-Law.
SECTION 2:2.2 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 in proper
written form to the Secretary which notice is not withdrawn by such
stockholder at or prior to such annual meeting.
SECTION 2:2.3 To be timely, a stockholder's notice to the Secretary
must be delivered or mailed to and received by the Secretary at the
principal executive offices of the corporation, not less than ninety
days nor more than one hundred twenty days prior to the first
anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the meeting is changed by more than
thirty days from such anniversary date, notice by the stockholder must
be received not later than the close of business on the tenth day
following the earlier of the day on which notice of the date of the
annual meeting was mailed or public disclosure was made.
SECTION 2:2.4 To be in proper written form, such stockholder's
notice must set forth as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business
to be brought before the annual meeting and the reasons for conducting
such business at such meeting; (ii) the name and address, as they
appear on the corporation's books, of the stockholder proposing such
business, and the name and address of the beneficial owner, if any, on
whose behalf the proposal is made; (iii) the class and the number of
shares of the corporation's stock which are beneficially owned by the
stockholder, and the beneficial owner, if any, on whose behalf the
proposal is made; (iv) any material interest of the stockholder, and of
the beneficial owner, if any, on whose behalf the proposal is made, 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.
SECTION 2:2.5 Notwithstanding anything in these By-Laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this By-Law. The chairman
of the meeting may, if the facts warrant, determine that the business
was not properly brought before the meeting in accordance with the
provisions of this By-Law; and if the chairman should so determine, the
chairman shall so declare to the meeting, and any such business not
properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this By-Law, a stockholder
shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations thereunder with respect to the matters set forth in
this By-Law.
SPECIAL MEETINGS.
SECTION 2:3. At any time the Chief Executive Officer may, and
either the Chief Executive Officer or the Secretary at the written
request of any five members of the Board of Directors shall, issue a
call for a special meeting of the stockholders. Such request shall
state the purpose or purposes of the proposed meeting, and at such
special meeting only such matters as may be specified in the call
therefor shall be considered.
PLACE OF MEETINGS.
SECTION 2:4. All meetings of the stockholders shall be held at the
principal office of the corporation, or at such other place, within or
without the State of Delaware, as may be determined by the Board of
Directors and stated in the notice of the meeting.
NOTICE OF MEETINGS.
SECTION 2:5. Written notice of each meeting of the stockholders
stating the place, date, and hour of the meeting, and, in case of a
special meeting or where otherwise required by statute, the purpose or
purposes for which the meeting is called, shall be delivered by mail
not less than ten nor more than sixty days before the date of the
meeting, by or at the direction of the person calling the meeting, to
each stockholder entitled to vote at such meeting. The notice of a
stockholders' meeting shall be deemed to be delivered when deposited in
the United States mail with postage prepaid, addressed to each
stockholder at such stockholder's address as it appears on the records
of the corporation.
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QUORUM AND VOTING.
SECTION 2:6.1 The holders of a majority of the outstanding shares
(exclusive of treasury stock) entitled to vote at any meeting of the
stockholders, when present in person or by proxy, shall constitute a
quorum for the transaction of business, except as otherwise provided by
statute, the Certificate of Incorporation, or these By-Laws; but in the
absence of such a quorum the holders of a majority of the shares
represented at the meeting shall have the right successively to adjourn
the meeting to a specified date. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the corporation may
transact any business which might have been transacted at the original
meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
SECTION 2:6.2 The absence from any meeting of the number of shares
required by statute, the Certificate of Incorporation or these By-Laws
for action upon one matter shall not prevent action at such meeting
upon any other matter or matters which may properly come before the
meeting, if the number of shares required in respect of such other
matters shall be present.
SECTION 2:6.3 When a quorum is present at any meeting of the
stockholders, the vote of the holders (present in person or represented
by proxy) of a majority of the shares of stock which are actually voted
(and have the power to vote) on any proposition or question properly
brought to a vote at such meeting shall decide any such proposition or
question, unless the proposition or question is one upon which by
express provision of statute or of the Certificate of Incorporation, or
of these By-Laws, a different vote is required, in which case such
express provision shall govern and establish the number of votes
required to determine such proposition or question.
VOTING; PROXY.
SECTION 2:7.1 Whenever the law requires or the chairman orders that
a vote be taken by ballot, each stockholder entitled to vote on a
particular question at a meeting of stockholders, pursuant to law or
the Certificate of Incorporation, shall be entitled to one vote for
each share of voting stock held by such stockholder. The date for
determining the stockholders entitled to vote at a meeting of the
stockholders shall be determined pursuant to Section 6:9.
SECTION 2:7.2 Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent in writing without a
meeting may authorize another person or persons to act for such
stockholder by proxy; but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is
coupled is an interest in the stock itself or an interest in the
corporation generally.
VOTING BY FIDUCIARIES, PLEDGEE AND PLEDGORS.
SECTION 2:8. Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held. Persons whose stock is pledged
shall be entitled to vote, unless in the transfer by the pledgor on the
books of the corporation the pledgor has expressly empowered the
pledgee to vote thereon, in which case only the pledgee or the
pledgee's proxy may represent such stock and vote thereon.
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If shares or other securities having voting power stand of record
in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety
or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the
instrument or order appointing them or creating the relationship
wherein it is so provided, their acts with respect to voting shall have
the following effect:
(a) If only one votes, that person's act binds all;
(b) If more than one vote, the act of the majority so voting
binds all;
(c) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if
any, may apply to the Court of Chancery or such other court as may have
jurisdiction to appoint an additional person to act with the persons so
voting the shares, which shall then be voted as determined by a
majority of such persons and the person appointed by the Court. If the
instrument so filed shows that any such tenancy is held in unequal
interest, a majority or even-split for the purpose of this subsection
shall be a majority or even-split in interest.
NOMINATION OF DIRECTORS.
SECTION 2:9.1 Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
corporation, except as may be otherwise provided in the Certificate of
Incorporation of the corporation with respect to the right of holders
of preferred stock of the corporation to nominate and elect a specified
number of directors in certain circumstances. 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 for the purpose of electing directors, (i) by or at the
direction of the Board of Directors (or any duly authorized committee
thereof) or (ii) by any stockholder of the corporation who is a
stockholder of record on the date of the giving of the notice provided
for in this By-Law and on the record date for the determination of
stockholders entitled to vote at such meeting and who complies with the
notice procedures set forth in this By-Law.
SECTION 2:9.2 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.
SECTION 2:9.3 To be timely, a stockholder's notice to the Secretary
must be delivered or mailed to and received by the Secretary at the
principal executive offices of the corporation (i) in the case of an
annual meeting, not less than ninety days nor more than one hundred
twenty 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
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 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 occurs first, and (ii)
in the case of a special meeting of stockholders called for the purpose
of electing directors, not later than the close of business on the
tenth 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 occurs first.
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SECTION 2:9.4 To be in proper written form, a stockholder's notice
to the Secretary must set forth (i) as to each person whom the
stockholder proposes to nominate for election as a director (A) the
name, age, business address and residence address of the person, (B)
the principal occupation or employment of the person, (C) the class or
series and the number of shares of capital stock of the corporation
which are owned beneficially or of record by the person and (D) 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 Exchange Act, and the rules and
regulations promulgated thereunder; and (ii) as to the stockholder
giving the notice or the beneficial owner on whose behalf the
nomination is made, (A) the name and address of such stockholder as
they appear on the corporation's books, (B) the class or series and the
number of shares of capital stock of the corporation beneficially owned
by such stockholder or beneficial owner, (C) a description of all
arrangements or understandings between such stockholder or beneficial
owner 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 or beneficial owner, (D) a representation that
such stockholder or beneficial owner intends to appear in person or by
proxy at the meeting to nominate the persons named in its notice and
(E) any other information relating to such stockholder or beneficial
owner 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.
SECTION 2:9.5 No person shall be eligible for election as a
director of the corporation, at any annual meeting of stockholders or
at any special meeting of stockholders called for the purpose of
electing directors, unless nominated in accordance with the procedures
set forth in this By-Law. 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 and such defective nomination shall be
disregarded.
LIST OF STOCKHOLDERS.
SECTION 2:10. The Secretary shall prepare and make, or cause to be
made, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at said meeting,
arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of at
least ten days prior to the election, either at a place within the city
where the election is to be held and which place shall be specified in
the notice of the meeting, or, if not so specified, at the place where
said meeting is to be held, and the list shall be produced and kept at
the time and place of election during the whole time thereof and
subject to the inspection of any stockholder who may be present. The
stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by this By-Law
or the books of the corporation, or to vote in person or by proxy at
any meeting of the stockholders.
APPOINTMENT OF INSPECTORS OF ELECTION AND RESOLUTION OF QUESTIONS
CONCERNING RIGHT TO VOTE.
SECTION 2:11. The Board of Directors, in advance of the meeting of
stockholders or, if it does not act, the chairman of the meeting, shall
appoint not less than two persons who are not directors to serve as
inspectors of election. It shall be their duty to receive and canvass
the votes for election of directors and on any proposal voted on by
ballot and to certify the results to the chairman. In all cases where
the right to vote upon any share of the corporation shall be
questioned, it shall be the duty of the inspectors to examine the stock
ledger of the corporation as evidence of the shares held, and all
shares that appear
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standing thereon in the name of any person or persons may be voted upon by
such person or persons. Each inspector of election before entering upon the
duties of such office shall take and subscribe the following oath before an
officer authorized by law to administer oaths: "I do solemnly swear that I
will execute the duties of an inspector of the election now to be held with
strict impartiality and according to the best of my ability."
ARTICLE III: DIRECTORS
GENERAL POWERS.
SECTION 3:1. The Board of Directors shall control and manage the
business and property of the corporation. The Board may exercise all
such powers of the corporation and do all lawful acts and things as are
not by law, the Certificate of Incorporation, or these By-Laws directed
or required to be exercised or done by the stockholders or some
particular officer of the corporation.
NUMBER AND QUALIFICATIONS.
SECTION 3:2. The number of directors shall be determined from time
to time by resolution of the Board of Directors in accordance with the
terms of Article FIFTH of the Certificate of Incorporation. From and
after the first public distribution of the Common Stock of the
corporation, each director shall be a stockholder of the corporation,
except in such specific case or cases as shall be otherwise authorized
by the Board of Directors upon a showing of reasonable cause therefor.
ELECTION.
SECTION 3:3. The directors who are to be elected at the annual
meeting of the stockholders shall be elected by ballot by the holders
of shares entitled to vote.
PLACE OF MEETINGS.
SECTION 3:4. The place where meetings of the Board of Directors are
shall be as follows:
(a) The annual meeting shall be held in the city of the
principal office of the corporation in Missouri, provided that in
the event the annual meeting of shareholders is held in a
metropolitan area other than St. Louis, Missouri, the annual
meeting of the Board of Directors shall be held in the metropolitan
area where the annual meeting of stockholders is held.
(b) Regular meetings shall be held at such place within
the City or County of St. Louis, Missouri as may be prescribed in
the call, provided that any regular meeting may be held elsewhere,
either within or without the State of Delaware, pursuant to
resolution of the Board of Directors or pursuant to the call of the
Chief Executive Officer acting with the consent of a majority of
the directors.
(c) Special meetings shall be held at such place as may be
prescribed in the notice, provided that if a special meeting is
held on less than three days' notice, it shall be held at the
principal office of the corporation unless all directors agree upon
a different location.
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(d) Members of the Board of Directors may participate in a
meeting of the Board by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and participating
in the meeting in this manner shall constitute presence in person
at such meeting.
REGULAR MEETINGS.
SECTION 3:5. Regular meetings shall be held at such place or
places, on such date or dates, and at such times as shall be
established by the Board of Directors. A notice of each regular meeting
shall not be required, except any meeting at which an amendment to or
repeal of these By-Laws is to be considered.
SPECIAL MEETINGS.
SECTION 3:6. Special meetings of the Board of Directors may be held
at the call of the Chief Executive Officer or five members of the Board
at such time as may be prescribed in the call of the meeting. The
purpose of the special meeting need not be stated in the notice of the
meeting. Notice of a special meeting may be given by any one or more of
the following methods and the method used need not be the same for each
director being notified:
(a) Written notice sent by mail at least three days prior to
the meeting;
(b) Personal service at least twenty-four (24) hours prior to the
date of the meeting;
(c) Telegraphic notice at least twenty-four (24) hours prior to the
date of the meeting, said notice to be sent as a straight full-rate
telegram;
(d) Telephonic notice at least twenty-four (24) hours prior to the
date of the meeting.
(e) Facsimile transmission at least twenty-four (24) hours prior to
the date of the meeting.
QUORUM.
SECTION 3:7. A majority of the persons serving as directors of the
corporation at the time of a meeting of the Board of Directors shall
constitute a quorum for the transaction of any business by the Board at
such meeting. At any meeting of the Board, no action shall be taken
(except adjournment, in the manner provided below) until after a quorum
has been established.
The act of a majority of directors who are present at a meeting at
which a quorum previously has been established (or at any adjournment
of such meeting, provided that a quorum previously shall have been
established at such adjourned meeting) shall be the act of the Board of
Directors, regardless of whether or not a quorum is present at the time
such action is taken. In determining the number of directors who are
present at the time any such action is taken (for the purpose of
establishing the number of votes required to take action on any
proposition or question submitted to the Board), any director who is in
attendance at such meeting but who, for just cause, is disqualified to
vote on such proposition or question, shall not be considered as being
present at the time of such action.
In the event a quorum cannot be established at the beginning of a
meeting, a majority of the directors present at the meeting, or the
director, if there be only one person, or the Secretary of the
corporation, if there be no director present, may adjourn the meeting
from time to time until a quorum be present. Only such notice of such
adjournment need be given as the Board may from time to time prescribe.
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WAIVER OF NOTICE.
SECTION 3:8. Any notice which is required by law or by the
Certificate of Incorporation or by these By-Laws to be given to any
director may be waived in writing, signed by such director, whether
before or after the time stated therein. Attendance of a director at
any meeting shall constitute waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully
called or convened.
CONSENT.
SECTION 3:9. Any action required or permitted to be taken at any
meeting of the Board of Directors (or of any committee thereof) may be
taken without a meeting if all members of the Board (or committee)
consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of the Board (or committee).
NOTICE TO MEMBERS OF THE BOARD OF DIRECTORS.
SECTION 3:10. Each member of the Board of Directors shall file with
the Secretary of the corporation an address to which mail or
telegraphic notices shall be sent and a telephone number to which a
telephonic or facsimile notice may be transmitted. A notice mailed,
telegraphed, telephoned or transmitted by facsimile in accordance with
the instructions provided by the director shall be deemed sufficient
notice. Such address or telephone number may be changed at any time and
from time to time by a director by giving written notice of such change
to the Secretary. Failure on the part of any director to keep an
address and telephone number on file with the Secretary shall
automatically constitute a waiver of notice of any regular or special
meeting of the Board which might be held during the period of time that
such address and telephone number are not on file with the Secretary. A
notice shall be deemed to be mailed when deposited in the United States
mail, postage prepaid. A notice shall be deemed to be telegraphed when
the notice is delivered to the transmitter of the telegram and either
payment or provision for payment is made by the corporation. Notice
shall be deemed to be given by telephone if the notice is transmitted
over the telephone to some person (whether or not such person is the
director) answering the telephone at the number which the director has
placed on file with the Secretary. Notice shall be deemed to be given
by facsimile transmission when sent to the telephone number which the
director has placed on file with the Secretary.
PRESIDING OFFICER.
SECTION 3:11. The Chairman of the Board shall preside at all
meetings of the Board of Directors at which the Chairman is present. In
the Chairman's absence, the Vice Chairman (if any) shall preside. In
the absence of the Chairman and the Vice Chairman, the Board shall
select a chairman of the meeting from among the directors present.
ARTICLE IV: COMMITTEES
EXECUTIVE COMMITTEE--APPOINTMENT AND TENURE.
SECTION 4:1. The Board of Directors, by resolution adopted by a
majority of the whole Board, may designate three or more directors,
including the Chief Executive Officer, to constitute an Executive
Committee, provided that a majority of said committee shall at all
times be made up of members of the Board who are neither officers nor
employees of the corporation and who shall serve at the pleasure of the
Board. In the case of the death, resignation or removal of any member
of the Executive Committee or
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in case any such member shall cease to be a member of the Board, the vacancy
shall be filled by the Board. The Board shall designate the chairman of the
Executive Committee.
EXECUTIVE COMMITTEE--POWERS.
SECTION 4:2. The Executive Committee, to the extent provided in the
resolution of the Board of Directors appointing such committee or in
any subsequent resolution, shall have and may exercise all the powers
and authority of the Board in the management of the business and
affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it, but shall
not have the power or authority with respect to amending the
Certificate of Incorporation, adopting an agreement of merger or
consolidation, or recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and
assets; nor shall the Executive Committee have the power or authority
to declare a dividend or to authorize the issuance of stock; but the
designation of such Executive Committee and the delegation of authority
thereto shall not operate to relieve the Board, or any member thereof,
of any responsibility imposed upon it or them by the provisions of the
Delaware General Corporation Law, as amended.
EXECUTIVE COMMITTEE--NOTICE OF MEETINGS.
SECTION 4:3. A meeting of the Executive Committee may be held on
call by the Chief Executive Officer or on the call of any three of the
other members of the Committee. Meetings of the Executive Committee may
be held, upon notice as short as twenty-four (24) hours, at such place
or places as shall be determined by resolution of the Committee, or in
the absence of a resolution of the Executive Committee with respect
thereto, at such place or places as may be determined by the Chief
Executive Officer. If notice is given at least three days prior to the
meeting of the Committee, notice may be given in any of the ways set
forth in Section 3:6, dealing with special meetings of the Board of
Directors. If less than three days' notice is given, notice shall not
be given by mail but shall be given by one of the other methods
described in Section 3:6. With respect to any such notice, all the
provisions of Section 3:10 shall be equally applicable in the case of
notice of an Executive Committee meeting as they are in the case of a
notice of a meeting of the Board of Directors. Meetings of the
Executive Committee shall be held at such place either within or
without the States of Missouri or Delaware as may be designated by a
resolution of the Board; or in the absence of such resolution, at such
place within the metropolitan St. Louis, Missouri area as may be
designated in the notice. Any such notice may be waived in the same
manner provided in Section 3:8 with respect to waiver of notice of a
directors' meeting.
EXECUTIVE COMMITTEE--QUORUM AND POWERS OF MAJORITY.
SECTION 4:4. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any
meeting of the Executive Committee. Unless otherwise provided by the
Board of Directors, a majority of the members of the Executive
Committee shall constitute a quorum, and the acts of a majority of the
members present at a meeting at which a quorum is present shall be the
acts of the Executive Committee.
EXECUTIVE COMMITTEE--REPORTING.
SECTION 4:5. At each regular meeting of the Board of Directors all
actions taken by the Executive Committee since the last prior meeting
of the Board shall be reported, and the Board shall take such action to
approve or rescind such action of the Executive Committee as the Board
may deem appropriate, but no rescission of such action shall affect any
rights which have attached pursuant to such Executive Committee action.
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If no regular meeting of the Board is scheduled within seven days
after the date of a meeting of the Executive Committee, then no later
than five days after such meeting of the Executive Committee, the
minutes thereof (even though they may not as yet have been approved by
the Executive Committee) shall be deposited in the mail by the
Secretary addressed to each member of the Board at the address on file
with the Secretary pursuant to the provisions of Section 3:10, provided
that if any member of the Board shall have failed to place an address
on file with the Secretary, such member shall be deemed to have waived
the right to receive a copy of the minutes of the Executive Committee
meeting.
OTHER COMMITTEES.
SECTION 4:6. Other Committees may be established, and their members
appointed, from time to time by the Board of Directors. Such other
committees shall have such purpose(s) and such power(s) as the Board by
resolution may confer. Unless otherwise provided by the Board, a
majority of the members of such other Committee shall constitute a
quorum, and the acts of a majority of the members present at a meeting
at which a quorum is present shall be the act of such other Committee.
ARTICLE V: OFFICERS
APPOINTMENT.
SECTION 5:1. The Board of Directors shall appoint from its
membership a Chairman of the Board and a President. The Board shall
appoint such number of Vice Presidents as the Board may from time to
time determine, a Controller, a Secretary, a Treasurer, one or more
Assistant Controllers, one or more Assistant Secretaries, one or more
Assistant Treasurers and such other officers, as the Board may from
time to time deem necessary or appropriate. The Board of Directors may
appoint a Vice Chairman of the Board, but the person holding that
position shall not be considered an officer of the corporation.
TENURE.
SECTION 5:2. Officers appointed by the Board of Directors shall
hold their respective offices for the term of one year and until their
respective successors shall have been duly appointed and qualified;
provided, however, that any officer appointed by the Board may be
removed by the Board with or without a hearing and with or without
cause whenever in its judgment the best interests of the corporation
will be served thereby.
CHIEF EXECUTIVE OFFICER.
SECTION 5:3. So long as the offices of Chairman of the Board and
President are held by the same person, that person shall be the Chief
Executive Officer of the corporation. Otherwise, the Chief Executive
Officer shall be the Chairman of the Board or the President, as
designated by the Board of Directors. The Chief Executive Officer shall
have general supervision and control over all the business and property
of the corporation and shall be responsible at all times to the Board
of Directors and the Executive Committee. The Chief Executive Officer
shall also preside at all meetings of the stockholders. In the event
the Chief Executive Officer shall fail or for any reason be unable to
serve as such, the Board of Directors shall promptly act to fill such
vacancy.
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CHAIRMAN OF THE BOARD.
SECTION 5:4. The Chairman of the Board shall preside as chairman of
all meetings of the Board of Directors at which the Chairman shall be
present and shall have such other powers, responsibilities and duties
as shall be assigned by the Board.
PRESIDENT.
SECTION 5:5. The President shall have such powers, responsibilities
and duties as shall be assigned by the Board of Directors.
OTHER OFFICERS.
SECTION 5:6. Subject to the ultimate authority of the Board of
Directors, all other officers of the corporation shall have such
powers, responsibilities and duties as shall be assigned to them from
time to time by the Chief Executive Officer.
ARTICLE VI: CAPITAL STOCK AND DIVIDENDS
CERTIFICATES FOR SHARES.
SECTION 6:1. Certificates for shares of the capital stock of the
Company shall be in such form, not inconsistent with the Certificate of
Incorporation, as shall be approved by the Board of Directors, and
shall be signed by the Chairman or Vice Chairman of the Board of
Directors or by the President or a Vice-President, and by the Secretary
or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
provided that the signatures of any such officers thereon may be
facsimiles. The seal of the corporation shall be impressed, by original
or by facsimile, printed or engraved, on all such certificates. The
certificate shall also be signed by the transfer agent and a registrar
and the signature of either the transfer agent or the registrar may
also be facsimile, engraved or printed. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has
been placed upon any such certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued,
such certificate may nevertheless be issued by the corporation with the
same effect as if such officer, transfer agent, or registrar had not
ceased to be such officer, transfer agent, or registrar at the date of
its issue.
STOCK RECORDS.
SECTION 6:2. The corporation shall keep at its principal office
stock books in which shall be recorded the number of shares issued, the
names of the owners of the shares, the number owned by them
respectively, and the transfer of such shares with the date of
transfer.
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TRANSFERS.
SECTION 6:3. Certificates representing shares of stock of the
corporation shall be transferable only on the books of the corporation
by the person or persons named in the certificate or by the attorney
lawfully constituted in writing representing such person or persons and
upon surrender of the certificate or certificates being transferred
which certificate shall be properly endorsed for transfer or
accompanied by a duly executed stock power. Whenever a certificate is
endorsed by or accompanied by a stock power executed by someone other
than the person or persons named in the certificate, evidence of
authority to transfer shall also be submitted with the certificate. All
certificates surrendered to the corporation for transfer shall be
cancelled.
REGULATIONS GOVERNING ISSUANCE AND TRANSFERS OF SHARES.
SECTION 6:4. The Board of Directors shall have the power and
authority to make all such rules and regulations as it shall deem
expedient concerning the issue, transfer and registration of
certificates for shares of stock of the corporation.
TRANSFER AGENTS AND REGISTRARS.
SECTION 6:5. Transfer agents and registrars for the corporation's
stock shall be banks, trust companies or other financial institutions
located within or without the State of Delaware as shall be appointed
by the Board of Directors. The Board shall also define the authority of
such transfer agents and registrars.
LOST OR DESTROYED CERTIFICATES.
SECTION 6:6. Where a certificate for shares of the corporation has
been lost or destroyed, the Board of Directors may authorize the
issuance of a new certificate in lieu thereof upon satisfactory proof
of such loss or destruction, and upon the giving of an open penalty
bond with surety satisfactory to the corporation's General Counsel and
Treasurer, to protect the corporation or any person injured by the
issuance of the new certificate from any liability or expense which it
or they may incur by reason of the original certificate's remaining
outstanding, and upon payment of the corporation's reasonable costs
incident thereto.
FRACTIONS OF SHARES.
SECTION 6:7. The corporation shall not issue fractions of a share.
It shall, however, (1) arrange for the disposition of fractional
interests by those entitled thereto, and (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive
such fractions are determined, or (3) issue scrip or warrants in
registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip or
warrants aggregating a full share. Scrip or warrants shall not, unless
otherwise provided therein, entitle the holder to exercise voting
rights, to receive dividends thereon, or to participate in any of the
assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the
conditions that the shares for which scrip or warrants are exchangeable
may be sold by the corporation and the proceeds thereof distributed to
the holders of scrip or warrants, or subject to any other conditions
which the Board may impose.
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DETERMINATION OF STOCKHOLDERS.
SECTION 6:8. The corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder in fact
thereof, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
save as expressly provided by the laws of the State of Delaware.
RECORD DATE.
SECTION 6:9. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent in
writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment or 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 record date, which 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. 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 for any
other purpose shall be at the close of business on the day on
which the Board 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 may fix a new record
date for the adjourned meeting.
ARTICLE VII: MISCELLANEOUS
VOTING SHARES IN OTHER CORPORATIONS.
SECTION 7:1. The corporation may vote any and all shares of stock
and other securities having voting rights which may at any time and
from time to time be held by it in any other corporation or
corporations and such vote may be cast either in person or by proxy by
such officer of the corporation as the Board of Directors may appoint
or, in default of such appointment, the Chief Executive Officer, the
President or a Vice President.
EXECUTION OF OTHER PAPERS AND DOCUMENTS.
SECTION 7:2. All checks, bills, notes, drafts, vouchers, warehouse
receipts, bonds, mortgages, contracts, registration certificates and
all other papers and documents of the corporation shall be signed or
endorsed for the corporation by such of its officers, other employees
and agents as the Board of Directors may from time to time determine,
or in the absence of such determination, by the Chief Executive
Officer, the President or a Vice President, provided that instruments
requiring execution with the formality of deeds shall be signed by the
Chief Executive Officer, the President or a Vice President and
impressed with the Seal of the corporation, duly attested by the
Secretary or an Assistant Secretary.
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CORPORATE SEAL.
SECTION 7:3. The Board of Directors shall provide a suitable seal,
containing the name of the corporation, which seal shall be in the
custody of the Secretary of the corporation, and may provide for one or
more duplicates thereof to be kept in the custody of such other officer
of the corporation as the Board may prescribe.
AMENDMENTS.
SECTION 7:4. These By-Laws may be amended or repealed, or new
By-Laws may be adopted (a) by the affirmative vote of a majority of the
shares issued and outstanding and entitled to vote at any annual or
special meeting of stockholders, or (b) by the affirmative vote of the
majority of the Board of Directors at any regular or special meeting;
provided that the notice of such meeting of stockholders or directors,
whether regular or special, shall specify as one of the purposes
thereof the making of such amendment or repeal, and provided further
that any amendment of the By-Laws made by the Board may be further
amended or repealed by the stockholders.
BOOKS AND RECORDS.
SECTION 7:5. Except as the Board of Directors may from time to time
direct or as may be required by law, the corporation shall keep its
books and records at its principal office.
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