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(As Amended May 3, 2000)
NEW REGULATIONS
OF
WENDY'S INTERNATIONAL, INC.
ADOPTED APRIL 10, 1975
INDEX
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Section Caption Page No.
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ARTICLE 1. MEETINGS OF SHAREHOLDERS
Section 1.01. Annual Meetings.................................................1
Section 1.02. Calling of Meetings.............................................1
Section 1.03. Place of Meetings...............................................1
Section 1.04. Notice of Meetings..............................................2
Section 1.05. Waiver of Notice................................................3
Section 1.06. Quorum .........................................................3
Section 1.07. Votes Required..................................................4
Section 1.08. Order of Business...............................................4
Section 1.09. Shareholders Entitled to Vote...................................5
Section 1.10. Cumulative Voting...............................................5
Section 1.11. Proxies ........................................................6
Section 1.12. Inspectors of Election..........................................6
ARTICLE 2. DIRECTORS
Section 2.01. Authority and Qualifications....................................7
Section 2.02. Number of Directors and Term of Office..........................7
Section 2.03. Election .......................................................7
Section 2.04. Removal ........................................................8
Section 2.05. Vacancies ......................................................8
Section 2.06. Meetings .......................................................9
Section 2.07. Notice of Meetings..............................................9
Section 2.08. Waiver of Notice...............................................10
Section 2.09. Quorum ........................................................11
Section 2.10. Committees of the Directors....................................11
Section 2.11. Compensation...................................................12
Section 2.12. By-Laws .......................................................12
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ARTICLE 3. OFFICERS
Section 3.01. Officers ......................................................13
Section 3.02. Tenure of Office...............................................13
Section 3.03. Duties of Officers.............................................14
ARTICLE 4. SHARES
Section 4.01. Certificates...................................................14
Section 4.02. Transfers .....................................................14
Section 4.03. Transfer Agents and Registrars.................................16
Section 4.04. Lost, Wrongfully Taken or Destroyed Certificates...............16
ARTICLE 5. INDEMNIFICATION
Section 5.01. Indemnification................................................17
ARTICLE 6. CERTAIN TRANSACTIONS
Section 6.01. Contracts or Transactions With Directors and Officers..........19
ARTICLE 7. MISCELLANEOUS
Section 7.01. Seal ..........................................................20
Section 7.02. Amendments ....................................................20
Section 7.03. Action by Shareholders or Directors Without a Meeting..........21
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NEW REGULATIONS
OF
WENDY'S INTERNATIONAL, INC.
ADOPTED APRIL 10, 1975
ARTICLE 1.
MEETINGS OF SHAREHOLDERS
Section 1.01. Annual Meetings. The annual meeting of the shareholders
for the election of directors, for the consideration of reports to be laid
before such meeting and for the transaction of such other business as may
properly come before such meeting, shall be held on the first Monday of April in
each year or on such other date as may be fixed from time to time by the
directors.
Section 1.02. Calling of Meetings. Meetings of the shareholders may be
called only by the Chairman of the Board, the President all of the directors
acting without a meeting, a majority of the directors by action at a meeting or
the holders of at least 25% of all shares outstanding and entitled to vote there
at.
Section 1.03. Place of Meetings. All meetings of shareholders shall be
held at the principal office of the corporation, unless otherwise provided by
action of the
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directors. Meetings of shareholders may be held at any place within or without
of the State of Ohio.
Section 1.04. Notice of Meetings. (A) Written notice stating the time,
place and purposes of a meeting of the shareholders shall be given either by
personal delivery or by mail not less than seven nor more than sixty days before
the date of the meeting to each shareholder of record entitled to notice of the
meeting by or at the direction of the Chairman of the Board, the President or
the Secretary. If mailed, such notice shall be addressed to the shareholder at
his address as it appears on the records of the corporation. Notice of
adjournment of a meeting need not be given if the time and place to which it is
adjourned are fixed and announced at such meeting. In the event of a transfer of
shares after the record date for determining the shareholders who are entitled
to receive notice of a meeting of shareholders, it shall not be necessary to
give notice to the transferee. Nothing herein contained shall prevent the
setting of a record date in the manner provided by law, the Articles or the
Regulations for the determination of shareholders who are entitled to receive
notice of or to vote at any meeting of shareholders or for any purpose required
or permitted by law.
(B) Following receipt by the President or the Secretary of a request in
writing, specifying the purpose or
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purposes for which the persons properly making such request have called a
meeting of the shareholders, delivered either in person or by registered mail to
such officer by any persons entitled to call a meeting of shareholders, such
officer shall cause to be given to the shareholders entitled thereto notice of a
meeting to be held on a date not less than seven nor more than sixty days after
the receipt of such request, as such officer may fix. If such notice is not
given within thirty days after the receipt of such request by the President or
the Secretary, then, and only then, the persons properly calling the meeting may
fix the time of meeting and give notice thereof in accordance with the
provisions of the Regulations.
Section 1.05. Waiver of Notice. Notice of the time, place and purpose
or purposes of any meeting of shareholders may be waived in writing, either
before or after the holding of such meeting, by any shareholder, which writing
shall be filed with or entered upon the records of such meeting. The attendance
of any shareholder, in person or by proxy, at any such meeting without
protesting the lack of proper notice prior to or at the commencement of the
meeting shall be deemed to be a waiver by such shareholder of notice of such
meeting.
Section 1.06. Quorum. At any meeting of shareholders, the holders of a
majority of the voting shares of the corporation
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then outstanding and entitled to vote thereat, present in person or by proxy,
shall constitute a quorum for such meeting. The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, or
the Chairman of the Board, the President or the officer of the corporation
acting as chairman of the meeting, may adjourn such meeting from time to time,
and if a quorum is present at such adjourned meeting any business may be
transacted as if the meeting had been held as originally called.
Section 1.07. Votes Required. At all elections of directors the
candidates receiving the greatest number of votes shall be elected. Any other
matter submitted to the shareholders for their vote shall be decided by the vote
of such proportion of the shares, or of any class of shares, or of each class,
as is required by law, the Articles or the Regulations.
Section 1.08. Order of Business. The order of business at any meeting
of shareholders shall be determined by the officer of the corporation acting as
chairman of such meeting unless otherwise determined by a vote of the holders of
a majority of the voting shares of the corporation then outstanding, present in
person or by proxy, and entitled to vote at such meeting.
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Section 1.09. Shareholders Entitled to Vote. Each shareholder of record
on the books of the corporation on the record date for determining the
shareholders who are entitled to vote at a meeting of shareholders shall be
entitled at such meeting to one vote for each share of the corporation standing
in his name on the books of the corporation on such record date. The directors
may fix a record date for the determination of the shareholders who are entitled
to receive notice of and to vote at a meeting of shareholders, which record date
shall not be a date earlier than the date on which the record date is fixed and
which record date may be a maximum of sixty days preceding the date of the
meeting of shareholders.
Section 1.10. Cumulative Voting. If notice in writing shall be given by
a shareholder to the President, a Vice President or the Secretary of the
corporation, not less than forty-eight hours before the time fixed for holding a
meeting of the shareholders for the purpose of electing directors if notice of
such meeting shall have been given at least ten days prior thereto, and
otherwise not less than twenty-four hours before such time, that such
shareholder desires that the voting at such election shall be cumulative, and if
an announcement of the giving of such notice is made upon the convening of the
meeting by the presiding officer or secretary of the meeting or by or on
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behalf of the shareholder giving such notice, each shareholder shall have the
right to cumulate such voting power as he possesses and to give one candidate as
many votes as the number of directors to be elected multiplied by the number of
his votes equals, or to distribute such number of votes on the same principal
among two or more candidates, as he shall see fit.
Section 1.11. Proxies. At meetings of the shareholders, any shareholder
of record entitled to vote thereat may be represented and may vote by proxy or
proxies appointed by an instrument in writing signed by such shareholder or
appointed in any other manner permitted by Ohio law. Any such instrument in
writing or record of any such appointment shall be filed with or received by the
secretary of the meeting before the person holding such proxy shall be allowed
to vote thereunder. No appointment of a proxy is valid after the expiration of
eleven months after it is made unless the writing or other communication which
appoints such proxy specifies the date on which it is to expire or the length of
time it is to continue in force.
Section 1.12. Inspectors of Election. In advance of any meeting of
shareholders, the directors may appoint inspectors of election to act at such
meeting or adjournment thereof; if inspectors are not so appointed, the officer
of the corporation acting as chairman of any such meeting may make such
appointment.
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In case any person appointed as inspector fails to appear or act, the vacancy
may be filled only by appointment made by the directors in advance of such
meeting or, if not so filled, at the meeting by the officer of the corporation
acting as chairman of such meeting. No other person or persons may appoint or
require the appointment of inspectors of election.
ARTICLE 2.
DIRECTORS
Section 2.01. Authority and Qualifications. Except where the law, the
Articles or the Regulations otherwise provide, all authority of the corporation
shall be vested in and exercised by a Board of Directors. Directors need not be
shareholders of the corporation.
Section 2.02. Number of Directors and Term of Office. The number of
directors of the Company shall be fifteen, divided into three classes consisting
of five directors each. The election of each class of directors shall be a
separate election. At each Annual Meeting one class consisting of five directors
shall be elected, and the persons so elected shall serve as directors for three
years and until their successors are elected.
Section 2.03. Election. At each annual meeting of shareholders for the
election of directors, the successors to the
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directors whose term shall expire in that year shall be elected, but if the
annual meeting is not held or if one or more of such directors are not elected
thereat, they may be elected at a special meeting called for that purpose. The
election of directors shall be by ballot whenever requested by the presiding
officer of the meeting or by the holders of a majority of the voting shares
outstanding, entitled to vote at such meeting and present in person or by proxy,
but unless such request is made, the election shall be by voice vote.
Section 2.04. Removal. A director or directors may be removed from
office, with or without assigning any cause, only by the vote of the holders of
shares entitling them to exercise not less than a majority of the voting power
of the corporation to elect directors in place of those to be removed. In case
of any such removal, a new director may be elected at the same meeting for the
unexpired term of each director removed. Failure to elect a director to fill the
unexpired term of any director removed shall be deemed to create a vacancy in
the Board.
Section 2.05. Vacancies. Any vacancy in the Board may be filled by the
remaining directors, though less than a majority of the whole authorized number
of directors, by the vote of their number, for the unexpired term.
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Section 2.06. Meetings. A meeting of the directors shall be held
immediately following the adjournment of each annual meeting of shareholders at
which directors are elected, and notice of such meeting need not be given. The
directors shall hold such other meetings as may from time to time be called, and
such other meetings of directors may be called only by the Chairman of the
Board, the President, or any two directors. All meetings of directors may be
held at the principal office of the corporation in Columbus, Ohio, or at such
other place within or without the State of Ohio, as the directors may from time
to time determine by a resolution. Meetings of the directors may also be held
through any communications equipment if all persons participating can hear each
other.
Section 2.07. Notice of Meetings. Notice of the time and place of each
meeting of directors for which such notice is required by law, the Articles, the
Regulations or the By-Laws shall be given to each of the directors by at least
one of the following methods:
A. By a writing mailed not less than three days before such meeting and
addressed to the residence or usual place of business of a director, as
such address appears on the records of the corporation; or
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B. By telegraph, cable, radio, wireless or a writing sent or delivered
to the residence or usual place of business of a director, as the same
appears on the records of the corporation, not later than the day
before the date on which such meeting is to be held; or
C. Personally or by telephone not later than the day before the date on
which such meeting is to be held.
Notice given to a director by any one of the methods specified in the
Regulations shall be sufficient, and the method of giving notice to all
directors need not be uniform. Notice of any meeting of directors may be given
only by the Chairman of the Board, the President or the Secretary of the
corporation or by the directors calling the meeting. Any such notice need not
specify the purpose or purposes of the meeting. Notice of adjournment of a
meeting of directors need not be given if the time and place to which it is
adjourned are fixed and announced at such meeting.
Section 2.08. Waiver of Notice. Notice of any meeting of directors 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.
The attendance of any director at any meeting of the directors without
protesting, prior to or at the commencement of the
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meeting, the lack of proper notice, shall be deemed to be a waiver by him of
notice of such meeting.
Section 2.09. Quorum. A majority of the whole authorized number of
directors shall be necessary to constitute a quorum for a meeting of directors,
except that a majority of the directors in office shall constitute a quorum for
filling a vacancy in the Board. The act of a majority of the directors present
at a meeting at which a quorum is present is the act of the Board, except as
otherwise provided by law, the Articles or the Regulations.
Section 2.10. Committees of the Directors. The directors may create one
or more committees of the directors, each to consist of not less than three
directors, and may delegate to such committees any of the authority of the
directors, however conferred, other than that of filling vacancies among the
directors or in any committee of the directors.
Such committees of the directors shall serve at the pleasure of the
directors, shall act only in the intervals between meetings of the directors and
shall be subject to the control and direction of the directors. Each of such
committees of the directors may act by a majority of its members at a meeting or
by a writing or writings signed by all of its members.
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Meetings of the committees of the directors may be held through any
communications equipment if all persons participating can hear each other.
Any act or authorization of an act by any such committee of the
directors, within the authority delegated to it, shall be as effective for all
purposes as the act or authorization of the directors. Notice of the time and
place of each meeting of any committee of the directors shall be given to each
of its members by at least one of the methods specified in Section 2.07 hereof.
A meeting of any committee of the directors may be called only by the Chairman
of the Board or the President or by a member of such committee of the directors.
Section 2.11. Compensation. Directors shall be entitled to receive as
compensation for services rendered and expenses incurred as directors, such
amount as the directors may determine.
Section 2.12. By-Laws. The directors may adopt, and amend from time to
time, By-Laws for their own government, which By-Laws shall not be inconsistent
with the law, the Articles or the Regulations.
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ARTICLE 3.
OFFICERS
Section 3.01. Officers. The officers of the corporation to be elected
by the directors shall be a Chairman of the Board; President; one or more Vice
Presidents, as the directors may from time to time determine; a Secretary; a
Treasurer and such other officers and assistant officers as the directors may
from time to time elect. If the directors elect a Chairman of the Board, he must
be a director. Officers need not be shareholders of the corporation and may be
paid such compensation as the directors may from time to time determine. Any two
or more offices 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 by law, the Articles, the Regulations or the By-Laws to
be executed, acknowledged or verified by two or more officers.
Section 3.02. Tenure of Office. The officers of the corporation shall
hold office at the pleasure of the directors. Any officer of the corporation may
be removed, either with or without cause, at any time, by the affirmative vote
of a majority of all the directors then in office; such removal, however, shall
be without prejudice to any contract rights of the person so removed.
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Section 3.03. Duties of Officers. All officers, as between themselves
and the corporation, shall, respectively, have such duties as are determined by
the directors.
ARTICLE 4.
SHARES
Section 4.01. Certificates. Certificates evidencing ownership of shares
of the corporation shall be issued to those entitled to them. Each certificate
evidencing shares of the corporation shall bear a distinguishing number; the
signatures of the Chairman of the Board or the President or a Vice President and
of the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer (except that when any such certificate is countersigned by an
incorporated transfer agent or registrar, such signatures may be facsimile,
engraved, stamped or printed) and such recitals as may be required by law.
Certificates evidencing shares of the corporation shall be of such tenor and
design as the directors may from time to time adopt, and may bear, in addition
to the required recitals, such further recitals as are permitted by law.
Section 4.02. Transfers. Where a certificate evidencing a share or
shares of the corporation is presented to
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the corporation or its proper agents with a request to register transfer, the
transfer shall be registered as requested if:
1. An appropriate person signs on each certificate so presented
or signs on a separate document an assignment or transfer of
shares evidenced by each such certificate or signs a power to
assign or transfer such shares or when the signature of an
appropriate person is written without more on the back of each
such certificate; and
2. Reasonable assurance is given that the endorsement of each
appropriate person is genuine and effective, the corporation
or its agents reserving the right to refuse to register a
transfer of shares unless the signature of each appropriate
person is guaranteed by a commercial bank or trust company
having an office or a correspondent in the City of New York or
by a firm having membership in the New York Stock Exchange;
and
3. All applicable laws relating to the collection of transfer or
other taxes have been complied with; and
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4. The corporation or its agents are not otherwise required or
permitted to refuse to register such transfer.
Section 4.03. Transfer Agents and Registrars. The directors may appoint
one or more agents to transfer or to register shares of the corporation, or
both.
Section 4.04. Lost, Wrongfully Taken or Destroyed Certificates. Except
as otherwise provided by law, where the owner of a certificate evidencing shares
of the corporation claims that such certificate has been lost, destroyed or
wrongfully taken, the directors must cause the corporation to issue a new
certificate in place of the original certificate if the owner:
1. So requests before the corporation has notice that such
original certificate has been acquired by a bona fide
purchaser; and
2. Files with the corporation, unless waived by the directors, an
indemnity bond, with surety or sureties satisfactory to the
corporation, in such sum as the directors may, in their
discretion, deem reasonably sufficient as indemnity against
any loss or liability that the corporation may
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incur by reason of the issuance of each such new certificate;
and
3. Satisfies any other reasonable requirements which may be
imposed by the directors, in their discretion.
ARTICLE 5.
INDEMNIFICATION
Section 5.01. Indemnification. The corporation shall indemnify each
director and officer, each former director and officer and each person who may
have served at its request as an officer and each person who may have served at
its request as a director, trustee or officer of any other corporation,
partnership, joint venture, trust or other enterprise, to the greatest extent
permitted by Ohio law, with respect to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which such person was or is a party by reason of the fact that
he is or was a director or officer of the corporation or is or was serving at
its request as aforesaid. indemnification hereunder shall include all expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement if
actually and reasonably incurred by him in connection with such action, suit or
proceeding. Such expenses shall be paid in advance of the final disposition of
such action, suit or
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proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation. In addition, the corporation may indemnify
or agree to indemnify any person who was or is 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 he is or was an employee or agent of the corporation or is or was serving
as an employee or agent of another enterprise at the request of the corporation;
subject, however, to the limitations imposed by Ohio law. The indemnification
provided by this Section shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under the Articles or any
agreement, vote of shareholders or disinterested directors or otherwise
(including, without limitation, any insurance), both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, officer, employee or agent and shall inure to the benefit of the heirs,
executors, administrators and successors of such a person.
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ARTICLE 6.
CERTAIN TRANSACTIONS
Section 6.01. Contracts or Transactions With Directors and Officers. No
contract or transaction shall be void or voidable with respect to the
corporation for the reason that it is between the corporation and one or more of
its directors or officers, or between the corporation and any other person in
which one or more of its directors or officers are directors, trustees or
officers, or have a financial or personal interest, or for the reason that one
or more interested directors or officers participate in or vote at the meeting
of the directors or a committee thereof which authorizes such contract or
transaction, if (a) the material facts as to his or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
directors or the committee and the directors or committee, in good faith
reasonably justified by such facts, authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or (b) the material
facts as to his or their relationship or interest and as to the contract or
transaction are disclosed or known to the shareholders entitled to vote thereon
and the contract or transaction is specifically approved at a meeting of
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the shareholders held for such purpose by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the
corporation held by persons not interested in the contract or transaction; or
(c) the contract or transaction is fair as to the corporation at the time it is
authorized or approved by the directors, a committee thereof or the
shareholders.
Common or interested directors may be counted in determining the
presence of a quorum at any meeting of the directors or of a committee thereof
which authorizes the contract or transactions.
ARTICLE 7.
MISCELLANEOUS
Section 7.01. Seal. If the corporation adopts a seal, it shall be
circular, about two inches in diameter, with the name of the corporation
engraved around the margin and the word "SEAL" engraved across the center.
Section 7.02. Amendments. The Regulations may be amended, or new
regulations may be adopted, at a meeting of shareholders held for such purpose,
by the affirmative vote of the holders of shares entitling them to exercise not
less than a majority of the voting power of the corporation on such proposal,
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or without a meeting by the written consent of the holders of shares entitling
them to exercise not less than two-thirds of the voting power-of the
corporation.
Section 7.03. Action by Shareholders or Directors Without a Meeting.
Any action which may be authorized or taken at a meeting of the shareholders or
of the directors or of a committee of the directors, as the case may be, may be
authorized or taken without a meeting with the affirmative vote or approval of,
and in a writing or writings signed by, all the shareholders who would be
entitled to notice of a meeting of the shareholders held for such purpose or all
the directors or all the members of such committee of the directors,
respectively, which writings shall be filed with or entered upon the records of
the corporation.
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