BY-LAWS
OF
BROWN-FORMAN CORPORATION
AS AMENDED
ARTICLE I
STOCKHOLDERS
SECTION 1.1 Annual Meetings. The annual meeting of the stockholders for the
purpose of electing directors and for the transaction of such other business as
may properly be brought before the meeting shall be held at such date, time and
place either within or without the State of Delaware as may be designated by
resolution of the Board of Directors, but no later than September 30 of each
year.
SECTION l.2 Special Meetings. Special meetings of the stockholders may be
held upon call of a majority of the Board of Directors, Executive Committee,
Chairman of the Board or President (and shall be called by the Chairman of the
Board or the President at the request in writing of stockholders owning a
majority of the outstanding shares of the corporation entitled to vote at the
meeting) at such time and at such place within or without the State of Delaware
as shall be fixed by the call for the meeting, and as may be stated in the
notice setting forth such call.
SECTION 1.3 Notice of Meeting; Waiver of Notice. Notice of the time, place
and purpose of every meeting of stockholders shall be mailed not less than ten
(10) nor more than fifty (50) days next preceding the date of said meeting to
each stockholder of record entitled to vote at the meeting, who shall have
furnished a written address to the Secretary of the corporation for the purpose.
Notice of any stockholders' meeting may be waived in writing by any stockholder
entitled to vote at the meeting. Attendance of a person at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting 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. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders need be
specified in any written waiver of notice.
SECTION 1.4 Adjournments. Any meeting of stockholders, annual or special,
may adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such 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 1.5 Quorum. At each meeting of stockholders, except where otherwise
provided by law or the certificate of incorporation or these by-laws, the
holders of a majority of the outstanding shares of each class of stock entitled
to vote at the meeting, present in person or by proxy, shall constitute a
quorum. In the absence of a quorum the stockholders so present may, by majority
vote, adjourn the meeting from time to time in the manner provided by Section
1.4 of these by-laws until a quorum shall attend.
SECTION 1.6 Voting. Each stockholder entitled to vote at any meeting shall
have one vote in person or by proxy for each share of stock held by him which
has voting power upon the matter in question at the time. At all elections of
directors, the voting shall be by ballot and a majority of the votes cast shall
elect. Except where a date shall have been fixed as a record date for the
determination of the stockholders entitled to vote as hereinafter provided, no
share of stock shall be voted on at any election of directors which shall have
been transferred on the books of the corporation within twenty (20) days next
preceding such election.
SECTION 1.7 Record Date. The Board of Directors may fix in advance a date,
not exceeding forty (40) days preceding the date of any meeting of stockholders,
or the date for the payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend or distribution, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, and in such case only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, and to vote at such meeting, or to receive payment of such dividend
or distribution, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.
SECTION 1.8 Organization. Meetings of stockholders shall be presided over
by the Chairman of the Board, if any, or in his absence by the President, or in
their absence by a Vice President, or in the absence of the foregoing persons,
by a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting but in his absence the chairman of the meeting may appoint any person to
act as secretary of the meeting.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1 Number; Qualification. The Board of Directors of the
Corporation shall consist of not less than three (3) nor more than seventeen
(17) persons, who shall hold office until the Annual Meeting of the Stockholders
next ensuing after their election, and until their respective successors are
elected and shall qualify. The number of Directors to serve from time to time
shall be fixed by the Board of Directors subject to being changed by the
stockholders at any Annual Meeting of Stockholders. Directors need not be
stockholders. Directors shall retire from the Board upon attaining age 70.
SECTION 2.2 Vacancies. Vacancies in the Board of Directors shall be filled
by a majority of the remaining directors, and the directors so chosen shall hold
office until the next annual election and until their successors shall be duly
elected and shall qualify.
SECTION 2.3 Meetings. Meetings of the Board of Directors shall be held at
such place within or without the State of Delaware as may from time to time be
fixed by resolution of the Board or as may be specified in the call of any
meeting. Regular meetings of the Board of Directors shall be held at such times
as may from time to time be fixed by resolution of the Board, and special
meetings may be held at any time upon call of the Executive Committee, the
Chairman of the Board, if any, the President or a majority of the Board by
telephonic or telegraphic notice duly given to each director not less than three
days before the meeting or written notice sent or mailed to each director not
less than five days before the meeting. Such notice shall state the time and
place of the meeting, but need not specify the purpose thereof. A meeting of the
Board may be held without notice immediately after the annual meeting of
stockholders at the same place at which such meeting is held. Notice need not be
given of regular meetings of the Board held at the time fixed by resolution of
the Board. Meetings may be held at any time without notice if all directors are
present or if those not present waive notice of the meeting in writing. At all
meetings of the Board of Directors one-third of the entire Board of Directors
shall constitute a quorum for the transaction of business and the vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, if any, or in his absence
by the President, or in their absence by a chairman chosen at the meeting and
the chairman of the meeting may appoint any person to act as secretary of the
meeting.
SECTION 2.4 Informal Action by Directors. 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 of Directors
or of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or committee.
SECTION.2.5 Executive Committee. The Board of Directors may, by resolution
or resolutions, passed by a majority of the whole Board, designate an Executive
Committee to consist of the Chief Executive Officer and one or more of the
directors as the Board may from time to time determine. In addition, the Board
of Directors may appoint persons who are not directors of the Corporation as
associate non-voting members of the Executive Committee. The Executive Committee
shall have and may exercise, when the Board is not in session, all the powers of
the Board of Directors in the management of the business and affairs of the
corporation, and shall have power to authorize the seal of the corporation to be
affixed to all papers which may require it; but the Executive Committee shall
not have power to fill vacancies in the Board, or to change the membership of or
fill the vacancies on the said Committee, or to make or amend the By-laws of the
corporation. The Board shall have power at any time to change the membership of
the Executive Committee, to fill vacancies in it, or to dissolve it. The
Executive Committee may make such rules for the conduct of its business and may
appoint such committees and assistants as it shall from time to time deem
necessary. A majority of the members of the Executive Committee shall constitute
a quorum.
SECTION 2.6 Other Committees. The Board of Directors may by resolution
designate one or more other committees which committees shall have and may
exercise such powers as the Board of Directors shall by resolution provide.
ARTICLE III
OFFICERS
SECTION 3.1 Election. The Board of Directors, as soon as may be after the
election held in each year, shall choose a Chairman of the Board and/or a
President of the corporation, one or more Vice Presidents (with such
classifications as the Board may determine), a Secretary and a Treasurer, and
may if it so determines choose one or more Vice Chairmen of the Board. The Board
of Directors may also from time to time appoint such Assistant Secretaries,
Assistant Treasurers and such other officers, agents and employees as it may
deem proper. The Chairman of the Board, Vice Chairman of the Board, and the
President shall be chosen from among the directors, and the Board of Directors
shall designate either the President or the Chairman of the Board to be the
Chief Executive Officer of the Corporation. Any two or more offices, except that
of the Chief Executive Officer and Secretary, may be held by the same person.
SECTION 3.2 Term; Removal. The term of office of all officers shall be one
year or until their respective successors are elected and shall qualify; but any
officer may be removed from office at any time by the affirmative vote of a
majority of the members of the Board then in office. Any vacancy occurring in
any office of the corporation by death, resignation, removal or otherwise may be
filled for the unexpired portion of the term by the Board of Directors at any
regular or special meeting.
SECTION 3.3 Powers and Duties. Subject to the limitations as the Board of
Directors or the Executive Committee may from time to time prescribe, the
officers of the corporation shall each have such powers and duties as generally
pertain to the respective offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors or by the Executive
Committee. The Treasurer and the Assistant Treasurers may be required to give
bond for the faithful discharge of their duties, in such sum and with such
surety as the Board of Directors may prescribe.
ARTICLE IV
FUNDS OF THE CORPORATION
All moneys of the corporation, or under its charge, deposited in any bank
or other place of deposit, shall be deposited to the credit of the corporation
in its corporate name, in such institutions, and shall be subject to withdrawal
upon such signatures, as may from time to time be prescribed by resolution of
the Board of Directors.
ARTICLE V
CERTIFICATES OF STOCK
SECTION 5.1 Certificates. The interest of each stockholder of the
corporation shall be evidenced by a certificate or certificates for shares of
stock in such form as the Board of Directors may from time to time prescribe.
The shares of stock of the corporation shall be transferable on the books of the
corporation by the holder thereof in person or by his attorney upon surrender
for cancellation of a certificate or certificates representing the same, with an
assignment and power of transfer endorsed thereon or attached thereto, duly
executed and with such proof of authenticity of the signature as the corporation
or its agents may reasonably require.
SECTION 5.2 Signatures. The certificates of stock shall be signed by the
Chairman of the Board or the President or a Vice President and by the Secretary
or the Treasurer or an Assistant Secretary or an Assistant Treasurer (except
that where any such certificate is signed by a transfer agent and by a
registrar, the signatures of any such Chairman of the Board, President, Vice
President, Secretary, Treasurer, Assistant Secretary or Assistant Treasurer may
be facsimile, engraved or printed), and shall be countersigned and registered in
such manner, if any, as the Board of Directors may by resolution prescribe. In
case any officer or officers who shall have signed, or whose facsimile signature
or signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the corporation, whether because
of death, resignation or otherwise, before such certificate or certificates have
been delivered by the corporation, such certificate or certificates may
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures have
been used thereon had not ceased to be such officer or officers of the
corporation.
SECTION 5.3 Lost, Stolen or Destroyed Certificates. No certificate for
shares of stock in the corporation shall be issued in place of any certificate
alleged to have been lost, stolen or destroyed, except upon production of such
evidence of such loss, theft or destruction and upon delivery to the corporation
of a bond of indemnity in such amount, upon such terms and secured by such
surety, as the Board in its discretion may require.
ARTICLE VI
CORPORATE BOOKS
The books of the corporation, except the original or duplicate stock
ledger, shall be kept at the office of the Company at Louisville, Kentucky; or
at such other place or places as the Board of Directors may from time to time
designate.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of May in
each year and shall end on the 30th day of April of each year, and may be
changed from time to time by resolution of the Board of Directors.
ARTICLE VIII
CORPORATE SEAL
The corporate seal of this Company shall be circular in form and shall bear
the name of the corporation and the words "Incorporated Delaware 1933."
ARTICLE IX
INDEMNITY
The Board of Directors may by resolution provide that the corporation shall
indemnify to the extent authorized by law any person made or threatened to be
made a party to an action or proceeding, whether criminal, civil, administrative
or investigative, by reason of the fact that he, his testator or intestate is or
was a director, officer or employee of the corporation or serves or served any
other enterprise as a director, officer or employee at the request of the
corporation.
ARTICLE X
AMENDMENTS
The By-laws of the corporation, regardless of whether made by the
stockholders or by the Board of Directors, may be amended, added to or repealed
at any meeting of the Board of Directors or of the stockholders, provided notice
of the proposed change is given in the notice of the meeting.
CERTIFICATION
The undersigned, Secretary of BROWN-FORMAN CORPORATION, hereby certifies
that the foregoing seven printed pages contain a true and complete copy of the
By-laws of said corporation, as amended from time to time.
By: /s/ Michael B. Crutcher
Michael B. Crutcher
Secretary
Brown-Forman Corporation
Dated: May 25, 2000
Louisville, Kentucky
EMERGENCY BY-LAWS
ARTICLE I
These emergency by-laws shall be effective and operative during any
emergency resulting from an attack on the United States or on a locality in
which the corporation conducts its business or customarily holds meetings of its
Board of Directors or its stockholders, or during any nuclear or atomic
disaster, or during the existence of any catastrophe, or other similar emergency
condition, as a result of which a quorum of the Board of Directors or a standing
committee thereof cannot be readily convened for action.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. A meeting of the Board of Directors, or a committee thereof, may
be called by any director or officer by the giving of three (3) days' notice
only to such of the directors as it may be feasible to reach at that time and by
such means as may be feasible at the time, including publications and radio. The
notice shall state the time and place of the meeting, but need not specify the
purpose thereof.
SECTION 2: A quorum shall consist of any three (3) directors; and in
addition to duly elected directors the officers listed in the following Section
4 hereof shall be eligible as directors to constitute a quorum.
SECTION 3: To the extent required to constitute a quorum at any meeting of
the Board of Directors, the officers of the corporation who are present shall be
deemed, in order of rank and within the same rank in order of seniority,
directors for such meeting. If, within the same rank two or more officers' date
of election as such officer is the same, seniority shall be determined on the
basis of length of service with the corporation.
SECTION 4: Persons holding the following offices shall, in the order named,
and to the extent required to provide a quorum at any meeting of the Board of
Directors, be deemed directors for such meeting:
Chairman of the Board
Vice Chairman of the Board
President
Executive Vice President
Senior Vice President
Vice President
Secretary
Treasurer
Assistant Vice President
Assistant Secretary
Assistant Treasurer
ARTICLE III
If, during any such emergency, any officer shall be rendered incapable of
discharging his duties, the authority, duties and functions of such officer
shall be assumed by the person next in line of authority, as shown on the then
currently effective organization chart of the corporation; provided, that no
person assuming the authority, duties and functions of an officer shall be
entitled to act as director, as provider in Article II hereof, unless he shall
have been duly elected as an officer or director.
ARTICLE IV
The Board of Directors may at any meeting change the head office or
designate several alternative head offices or regional offices of the
corporation or authorize officers so to do.
ARTICLE V
No officer or director or employee acting in accordance with any of the
provisions of these emergency by-laws shall be liable except for willful
misconduct.
ARTICLE VI
To the extent they are not inconsistent with these Emergency By-Laws, the
By-Laws of the corporation shall remain in effect at all times. Upon the
termination of the emergency described in Article I hereof, these Emergency
By-Laws shall cease to be operative.
