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EXHIBIT 3(b)
SARA LEE CORPORATION
BYLAWS,
AS AMENDED ON APRIL 27, 2000
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TABLE OF CONTENTS
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PAGE
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ARTICLE I -- Meetings of Stockholders................................................................. 1
Section 1 -- Annual Meeting...................................................................... 1
Section 2 -- Special Meetings.................................................................... 1
Section 3 -- Place of Meetings................................................................... 3
Section 4 -- Notice of Meeting................................................................... 3
Section 5 -- Record Date......................................................................... 4
Section 6 -- Quorum.............................................................................. 4
Section 7 -- Organization........................................................................ 4
Section 8 -- Voting.............................................................................. 5
Section 9 -- Voting of Stock by Certain Holders.................................................. 5
Section 10 -- Nominations and Proposals by Stockholders ......................................... 5
ARTICLE II -- Board of Directors...................................................................... 8
Section 1 -- Function and Number of Directors.................................................... 8
Section 2 -- Election............................................................................ 8
Section 3 -- Chairman............................................................................ 8
Section 4 -- Vacancies........................................................................... 8
Section 5 -- Annual Meeting...................................................................... 8
Section 6 -- Regular Meetings.................................................................... 8
Section 7 -- Special Meetings.................................................................... 8
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Section 8 -- Emergency Meetings.................................................................. 9
Section 9 -- Notice ............................................................................. 9
Section 10 -- Quorum; Voting..................................................................... 9
Section 11 -- Informal Actions................................................................... 9
Section 12 -- Participation in Meetings by Conference Telephone.................................. 9
Section 13 -- Compensation....................................................................... 9
Section 14 -- Ratification....................................................................... 10
ARTICLE III -- Committees of the Board of Directors................................................... 10
Section 1 -- Standing Committees and Membership.................................................. 10
Section 2 -- Selection; Term; Removal............................................................ 10
Section 3 -- Meetings; Quorum; Minutes........................................................... 10
Section 4 -- Authority of Committees............................................................. 11
Section 5 -- Executive Committee................................................................. 11
Section 6 -- Other Committees.................................................................... 11
ARTICLE IV -- Officers................................................................................ 11
Section 1 -- Officers............................................................................ 11
Section 2 -- Election and Qualification.......................................................... 12
Section 3 -- The Chairman of the Board........................................................... 12
Section 4 -- The President....................................................................... 12
Section 5 -- The Vice Chairman and Vice Presidents............................................... 12
Section 6 -- Chief Financial Officer. ........................................................... 12
Section 7 -- General Counsel..................................................................... 12
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Section 8 -- Secretary........................................................................... 13
Section 9 -- Treasurer........................................................................... 13
Section 10 -- Controller......................................................................... 13
Section 11 -- Assistant Secretaries and Assistant Treasurers..................................... 13
ARTICLE V -- Indemnification and Advance of Expenses for Directors
and Officers..................................................................................... 14
Section 1 -- Right to Indemnification............................................................ 14
Section 2 - Change in Control.................................................................... 15
Section 3 - Time for Payment Enforcement......................................................... 15
Section 4 -- General............................................................................. 15
Section 5 -- Effective Time...................................................................... 16
Section 6 -- Further Action...................................................................... 16
ARTICLE VI -- Fiscal Year and Dividends............................................................... 16
Section 1 -- Fiscal Year......................................................................... 16
Section 2 -- Dividends........................................................................... 16
ARTICLE VII -- Auditors............................................................................... 16
ARTICLE VIII -- Corporate Documents................................................................... 16
Section 1 -- Execution of Negotiable Instruments................................................. 16
Section 2 -- Execution of Other Documents........................................................ 17
ARTICLE IX -- Seal.................................................................................... 17
Section 1 -- Contents............................................................................ 17
Section 2 -- Affixing Seal....................................................................... 18
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ARTICLE X -- Stock.................................................................................... 18
Section 1 -- Execution of Stock Certificates..................................................... 18
Section 2 -- Transfers........................................................................... 18
Section 3 -- Registration........................................................................ 18
Section 4 -- Record Date......................................................................... 18
Section 5 -- Recognition of Holder............................................................... 19
Section 6 -- Replacement Certificates............................................................ 19
ARTICLE XI -- Waiver of Notice........................................................................ 19
ARTICLE XII - Making, Altering or Repealing Bylaws.................................................... 19
Section 1 -- Power Vested in Board of Directors.................................................. 19
Section 2 -- Scope of Bylaws..................................................................... 19
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ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETING. An annual meeting of the stockholders of the
Corporation for the election of directors and the transaction of any other
business as may properly come before the meeting shall be held on the last
Thursday in October in each year at a time fixed by the Board of Directors (or
if such day is a legal holiday, then on the next succeeding business day which
is not a holiday) or on any other business day set by the Board of Directors
during the 31-day period beginning with the 15th day before the last Thursday in
October. Any business of the Corporation may be transacted at any such annual
meeting without being specifically designated in the notice of such meeting,
except such business as is specifically required by the Maryland General
Corporation Law (the "MGCL") to be stated in such notice.
SECTION 2. SPECIAL MEETINGS. (a) GENERAL. The Board of Directors, the
Chairman of the Board of Directors or the President may call a special meeting
of the stockholders. Subject to subsection (b) of this Section 2, a special
meeting of stockholders shall also be called by the Secretary of the Corporation
upon the written request of the stockholders entitled to cast not less than a
majority of all the votes entitled to be cast at such meeting.
(b) STOCKHOLDER REQUESTED SPECIAL MEETINGS.
(1) Any stockholder of record seeking to have stockholders request a
special meeting shall, by sending written notice to the Secretary (the "Record
Date Request Notice") by registered mail, return receipt requested, request the
Board of Directors to fix a record date to determine the stockholders entitled
to request a special meeting (the "Request Record Date"). The Record Date
Request Notice shall set forth the purpose of the meeting and the matters
proposed to be acted on at it, shall be signed by one or more stockholders of
record as of the date of signature (or their duly authorized agents), shall bear
the date of signature of each such stockholder (or duly authorized agent) and
shall set forth all information relating to each such stockholder that must be
disclosed in solicitations of proxies for election of directors in an election
contest (even if an election contest is not involved), or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rule 14a-11 thereunder. Upon
receiving the Record Date Request Notice, the Board of Directors may fix a
Request Record Date. The Request Record Date shall not precede and shall not be
more than 10 days after the close of business on the date on which the
resolution fixing the Request Record Date is adopted by the Board of Directors.
If the Board of Directors, within 10 days after the date on which a valid Record
Date Request Notice is received, fails to adopt a resolution fixing the Request
Record Date and make a public announcement of such Request Record Date, the
Request Record Date shall be the close of business on the 10th day after the
first date on which the Record Date Request Notice is received by the Secretary.
(2) In order for any stockholder to request a special meeting, one or
more written requests for a special meeting signed by stockholders of record (or
their duly authorized agents)
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as of the Request Record Date entitled to cast not less than a majority (the
"Special Meeting Percentage") of all of the votes entitled to be cast at such
meeting (the "Special Meeting Request") shall be delivered to the Secretary. In
addition, the Special Meeting Request shall set forth the purpose of the meeting
and the matters proposed to be acted on at it (which shall be limited to the
matters set forth in the Record Date Request Notice received by the Secretary),
shall bear the date of signature of each such stockholder (or duly authorized
agent) signing the Special Meeting Request, shall set forth the name and
address, as they appear in the Corporation's stock ledger, of each stockholder
signing such request (or on whose behalf the Special Meeting Request is signed)
and the class and number of shares of stock of the Corporation which are owned
of record and beneficially by each such stockholder, shall be sent to the
Secretary by registered mail, return receipt requested, and shall be received by
the Secretary within 60 days after the Request Record Date. Any requesting
stockholder may revoke his, her or its request for a special meeting at any time
by written revocation delivered to the Secretary.
(3) The Secretary shall inform the requesting stockholders of the
reasonably estimated cost of preparing and mailing the notice of meeting
(including the Corporation's proxy materials). The Secretary shall not be
required to call a special meeting upon stockholder request and such meeting
shall not be held unless, in addition to the documents required by paragraph (2)
of this Section 2(b), the Secretary receives payment of such reasonably
estimated cost prior to the mailing of any notice of the meeting.
(4) Except as provided in the next sentence, any special meeting
shall be held at such date and time as may be designated by the Chairman of the
Board of Directors, Board of Directors or President, whoever has called the
meeting. In the case of any special meeting called by the Secretary upon the
request of stockholders (a "Stockholder Requested Meeting"), such meeting shall
be held at such date and time as may be designated by the Board of Directors;
PROVIDED, however, that the date of any Stockholder Requested Meeting shall be
not more than 90 days after the record date for such meeting (the "Meeting
Record Date"); and PROVIDED FURTHER that if the Board of Directors fails to
designate, within 10 days after the date that a valid Special Meeting Request is
actually received by the Secretary (the "Delivery Date"), a date and time for a
Stockholder Requested Meeting, then such meeting shall be held at 2:00 p.m.
local time on the 90th day after the Meeting Record Date or, if such 90th day is
not a Business Day (as defined below), on the first preceding Business Day; and
PROVIDED FURTHER that in the event that the Board of Directors fails to
designate a place for a Stockholder Requested Meeting within 10 days after the
Delivery Date, then such meeting shall be held at the principal executive office
of the Corporation. In fixing a date for any special meeting, the Chairman of
the Board of Directors, Board of Directors or the President, whoever has called
the meeting, may consider such factors as he, she or it deems relevant within
the good faith exercise of business judgment, including, without limitation, the
nature of the matters to be considered, the facts and circumstances surrounding
any request for meeting and any plan of the Board of Directors to call an annual
meeting or a special meeting. In the case of any Stockholder Requested Meeting,
if the Board of Directors fails to fix a Meeting Record Date that is a date
within 30 days after the Delivery Date,
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then the close of business on the 30th day after the Delivery Date shall be the
Meeting Record Date.
(5) If at any time as a result of written revocations of requests for
the special meeting, stockholders of record (or their duly authorized agents) as
of the Request Record Date entitled to cast less than the Special Meeting
Percentage shall have delivered and not revoked requests for a special meeting,
the Secretary may refrain from mailing the notice of the meeting or, if the
notice of the meeting has been mailed, the Secretary may revoke the notice of
the meeting at any time before 10 days before the meeting if the Secretary has
first sent to all other requesting stockholders written notice of such
revocation and of the intention to revoke the notice of the meeting. Any request
for a special meeting received after a revocation by the Secretary of a notice
of a meeting shall be considered a request for a new special meeting.
(6) The Chairman of the Board of Directors, the President or the
Board of Directors may appoint regionally or nationally recognized independent
inspectors of elections to act as the agent of the Corporation for the purpose
of promptly performing a ministerial review of the validity of any purported
Special Meeting Request received by the Secretary. For the purpose of permitting
the inspectors to perform such review, no such purported request shall be deemed
to have been received by the Secretary until the earlier of (i) five Business
Days after receipt by the Secretary of such purported request and (ii) such date
as the independent inspectors certify to the Corporation that the valid requests
received by the Secretary represent at least a majority of the issued and
outstanding shares of stock that would be entitled to vote at such meeting.
Nothing contained in this paragraph (6) shall in any way be construed to suggest
or imply that the Corporation or any stockholder shall not be entitled to
contest the validity of any request, whether during or after such five Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto, and
the seeking of injunctive relief in such litigation).
(7) For purposes of these Bylaws, "Business Day" shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Illinois are authorized or obligated by law or executive order to
close.
SECTION 3. PLACE OF MEETINGS. Except as otherwise provided in Section
2(b)(4) of this Article I, all meetings of the stockholders shall be held at
such place as set by the Board of Directors.
SECTION 4. NOTICE OF MEETING. Not less than 10 days nor more than 90 days
before the date of each stockholders' meeting, the Secretary shall give, to each
stockholder entitled to vote at the meeting and to each other stockholder
entitled to notice of the meeting, written notice stating the time and place of
the meeting and, in the case of a special meeting or if otherwise required by
the MGCL, the purpose for which the meeting is called, either by mail, by
presenting it to the stockholder personally, by leaving it at the stockholder's
residence or usual place of business or by transmitting the notice to the
stockholder in any other manner permitted by
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Maryland law. If mailed, such notice shall be deemed to be given when deposited
in the United States mail, postage thereon prepaid, addressed to the stockholder
at the stockholder's address as it appears on the records of the Corporation.
Pursuant to Section 7 of this Article I, a meeting of stockholders convened on
the date for which it was called may be adjourned from time to time and place to
place without further notice to a date not more than 120 days after the original
record date.
SECTION 5. RECORD DATE. Except as provided in Section 2(b)(4) of this
Article I, the record date for the determination of the stockholders entitled to
notice of and to vote at any meeting of stockholders and for other purposes
shall be the date fixed by the Board of Directors pursuant to Article X, Section
4 of these Bylaws.
SECTION 6. QUORUM. At any meeting of stockholders, the presence in person
or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum.
SECTION 7. ORGANIZATION OF MEETING. At every meeting of stockholders, the
Chairman of the Board, if there be one, shall serve as chairman of the meeting
and conduct the meeting or, in the case of a vacancy in the office or absence of
the Chairman of the Board, one of the following officers present shall serve as
chairman of the meeting and conduct the meeting in the order stated: the
President, the Vice Chairman of the Board, if there be one or, if there be more
than one, the Vice Chairmen in order of seniority, the Executive Vice Presidents
in their order of seniority, or, in the absence of such officers, a chairman
chosen by the stockholders entitled to cast a majority of the votes which all
stockholders present in person or by proxy are entitled to cast, shall serve as
chairman. The Secretary, or, in the Secretary's absence, an Assistant Secretary,
or in the absence of both the Secretary and Assistant Secretaries, a person
appointed by the chairman of the meeting shall serve as secretary of the
meeting. In the event that the Secretary presides at a meeting of the
stockholders, an Assistant Secretary shall record the minutes of the meeting.
The order of business and all other matters of procedure at any meeting of
stockholders shall be determined by the chairman of the meeting. The chairman of
the meeting may prescribe such rules, regulations and procedures and take such
action as, in the discretion of such chairman, are appropriate for the proper
conduct of the meeting, including, without limitation, (a) restricting admission
to the time set for the commencement of the meeting; (b) limiting attendance at
the meeting to stockholders of record of the Corporation entitled to vote at the
meeting, their duly authorized proxies or other such persons as the chairman of
the meeting may determine; (c) limiting participation at the meeting on any
matter to stockholders of record of the Corporation entitled to vote on such
matter, their duly authorized proxies or other such persons as the chairman of
the meeting may determine; (d) limiting the time allotted to questions or
comments by participants; (e) maintaining order and security at the meeting; (f)
removing any stockholder who refuses to comply with meeting procedures, rules or
guidelines as established by the chairman of the meeting; and (g) recessing or
adjourning the meeting to a later date, time and place announced at the meeting
by the chairman. Unless otherwise determined by the chairman of the meeting,
meetings of stockholders shall not be
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required to be held in accordance with the rules of parliamentary procedure.
SECTION 8. VOTING. Except as otherwise provided by the MGCL or the charter
of the Corporation (the "Charter"), at all meetings of the stockholders, each
stockholder entitled to vote at such meeting shall be entitled to (a) one vote
upon each matter submitted to a vote at such meeting for each share of common
stock of the Corporation owned of record by such stockholder and (b) such voting
rights, if any, as are provided in the Charter with respect to any series of
preferred stock of the Corporation owned of record by such stockholder. A
stockholder may vote the shares of stock owned of record by such stockholder
either in person or by proxy. Every proxy shall be executed and dated by the
stockholder of record or the duly authorized agent of such stockholder in any
manner authorized by law. Each proxy shall be filed with the Secretary of the
Corporation at or prior to the meeting. No proxy shall be valid more than 11
months after its date, unless otherwise provided in the proxy. A majority of all
the votes cast at any meeting of stockholders at which a quorum is present shall
be sufficient to approve any matter which may properly come before the meeting,
unless the MGCL, or the Charter provides otherwise.
SECTION 9. VOTING OF STOCK BY CERTAIN HOLDERS. Notwithstanding any other
provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland
General Corporation Law (or any successor statute) shall not apply to any
acquisition by any person of shares of stock of the Corporation. This section
may be repealed, in whole or in part, at any time, whether before or after an
acquisition of control shares and, upon such repeal, may, to the extent provided
by any successor bylaw, apply to any prior or subsequent control share
acquisition.
SECTION 10. NOMINATIONS AND PROPOSALS BY STOCKHOLDERS.
(a) ANNUAL MEETINGS OF STOCKHOLDERS.
(1) Nominations of persons for election to the Board of Directors and
the proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or (iii) by any
stockholder of the Corporation who was a stockholder of record both at the time
of giving of notice provided for in this Section 10(a) and at the time of the
annual meeting, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 10(a).
(2) For nominations for election to the Board of Directors or other
business to be properly brought before an annual meeting by a stockholder
pursuant to clause (iii) of paragraph (a)(1) of this Section 10, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must otherwise be a proper matter for action
by the stockholders. To be timely, a stockholder's notice must be delivered to
the Secretary at the principal executive office of the Corporation by not later
than the close of business on the 90th day prior to the first anniversary of the
date of mailing of the notice for the preceding year's annual meeting nor
earlier than the close of business on the 120th day prior to the
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first anniversary of the date of mailing of the notice for the preceding year's
annual meeting; provided, however, that in the event that the date of mailing of
the notice for the annual meeting is advanced or delayed by more than 30 days
from the anniversary of the date of mailing of the notice for the preceding
year's annual meeting, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 120th day prior to the
date of mailing of the notice for such annual meeting and not later than the
close of business on the later of the 90th day prior to the date of mailing of
the notice for such annual meeting or the tenth day following the day on which
public announcement of the date of mailing of the notice for such meeting is
first made by the Corporation. In no event shall the public announcement of a
postponement of the mailing of the notice for such annual meeting or of an
adjournment or postponement of an annual meeting to a later date or time
commence a new time period for the giving of a stockholder's notice as described
above. A stockholder's notice to be proper must set forth (i) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director (A) the name, age, business address and residence address of such
person, (B) the class and number of shares of stock of the Corporation that are
beneficially owned or owned of record by such person and (C) all other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest (even
if an election contest is not involved), or is otherwise required, in each case
pursuant to Regulation 14A (or any successor provision) under the Exchange Act
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); (ii) as to any other
business that the stockholder proposes to bring before the meeting, a
description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any interest in such
business of such stockholder (including any anticipated benefit to the
stockholder therefrom) and of each beneficial owner, if any, on whose behalf the
proposal is made; and (iii) as to the stockholder giving the notice and each
beneficial owner, if any, on whose behalf the nomination or proposal is made,
(x) the name and address of such stockholder, as they appear on the
Corporation's stock ledger, and a current name and address, if different, and of
such beneficial owner, and (y) the class and number of shares of each class of
stock of the Corporation which are owned beneficially and of record by such
stockholder and owned beneficially by such beneficial owner.
(3) Notwithstanding anything in this subsection (a) of this Section
10 to the contrary, in the event the number of directors to be elected to the
Board of Directors is increased, and there is no public announcement of such
action or specifying the size of the increased Board of Directors at least 100
days prior to the first anniversary of the date of mailing of the notice for
preceding year's annual meeting, a stockholder's notice required by this Section
10(a) shall also be considered timely, but only with respect to nominees for any
new positions created by such increase, if the notice is delivered to the
Secretary at the principal executive office of the Corporation not later than
the close of business on the tenth day immediately following the day on which
such public announcement is first made by the Corporation.
(b) SPECIAL MEETINGS OF STOCKHOLDERS. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the
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Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the Corporation's notice of meeting,
(ii) by or at the direction of the Board of Directors or (iii) provided that the
Board of Directors has determined that directors shall be elected at such
special meeting, by any stockholder of the Corporation who is a stockholder of
record both at the time of giving of notice provided for in this Section 10(b)
and at the time of the special meeting, who is entitled to vote at the meeting
and who complied with the notice procedures set forth in this Section 10(b). In
the event the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors, any such
stockholder may nominate a person or persons (as the case may be) for election
to such position as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of this Section 10 shall be
delivered to the Secretary at the principal executive office of the Corporation
not earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and the nominees
proposed by the Board of Directors to be elected at such meeting. In no event
shall the public announcement of a postponement or adjournment of a special
meeting to a later date or time commence a new time period for the giving of a
stockholder's notice as described above.
(c) GENERAL.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 10 shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 10. The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 10 and, if any proposed nomination or
business is not in compliance with this Section 10, to declare that such
defective nomination or proposal be disregarded.
(2) For purposes of this Section 10, (a) the "date of mailing of the
notice" shall mean the date of the proxy statement for the solicitation of
proxies for election of directors and (b) "public announcement" shall mean
disclosure (i) in a press release either transmitted to the principal securities
exchange on which shares of the Corporation's common stock are traded or
reported by a recognized news service or (ii) in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to the
Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section 10, a
stockholder shall also comply with all applicable requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 10. Nothing in this Section 10 shall be deemed
to affect any right of a stockholder to request inclusion of
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proposals in, nor the right of the Corporation to omit a proposal from, the
Corporation's proxy statement pursuant to Rule 14a-8 (or any successor
provision) under the Exchange Act.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. FUNCTION AND NUMBER OF DIRECTORS. The business and affairs of
the Corporation shall be managed under the direction of a Board of Directors.
The majority of the Board of Directors may, from time to time, fix or alter the
number of directors; provided, however, that the number of directors comprising
the Board of Directors shall be no less than three or more than 25. The tenure
of office of any director shall not be affected by any alteration in the number
of directors. Any director may resign at any time upon written notice to the
Chairman or the Secretary.
SECTION 2. ELECTION. The directors shall be elected at the annual meeting
of the stockholders and shall hold office until the next annual meeting of the
stockholders and until their successors are elected and qualify.
SECTION 3. CHAIRMAN. The Chairman of the Board of Directors shall preside
at all meetings of the Board of Directors, and, in his or her absence, the Vice
Chairman or, if there be more than one, the Vice Chairmen in order of seniority,
and, in absence of any such Vice Chairman, a director designated by the Board of
Directors.
SECTION 4. VACANCIES. If for any reason any or all the directors cease to
be directors, such event shall not terminate the Corporation or affect these
Bylaws or the powers of the remaining directors hereunder (even if fewer than
three directors remain). Except as may be provided by the Board of Directors in
setting the terms of any class or series of preferred stock, any vacancy on the
Board of Directors may be filled only by a majority of the remaining directors,
even if the remaining directors do not constitute a quorum. Any director elected
to fill a vacancy shall serve for the remainder of the full term of the
directorship in which the vacancy occurred and until a successor is elected and
qualifies.
SECTION 5. ANNUAL MEETING. An annual meeting of the Board of Directors
shall be held at the same place and on the same day as and immediately before or
after the annual meeting of stockholders for the purpose of electing the
officers of the Corporation, the appointment of the committees of the Board of
Directors and for the transaction of any other business.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such places and times as may be fixed from time to time by the
Board of Directors, without call or notice.
SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called
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by the Chairman of the Board, any Vice Chairman or the President, upon their own
motions, or by the Secretary upon the written request of a majority of the
directors. At least two days' written notice shall be given of all special
meetings.
SECTION 8. EMERGENCY MEETINGS. Emergency meetings of the Board of Directors
may be called at any time by the Chairman of the Board after notice by personal
delivery or by telephone, facsimile transmission or courier to each director at
his or her business or residence address. At least four hours' notice shall be
given of all emergency meetings. The quorum for an emergency meeting shall be
three-quarters of all of the directors.
SECTION 9. NOTICE. Notice of any special meeting of the Board of Directors
shall be delivered personally or by telephone, facsimile transmission, United
States mail or courier to each director at his or her business or residence
address. Notice of any special meeting by personal delivery, by telephone or a
facsimile transmission shall be given at least two days prior to the meeting.
Notice of any special meeting by mail shall be given at least five days prior to
the meeting and shall be deemed to be given when deposited in the United States
mail properly addressed, with postage thereon prepaid. Telephone notice shall be
deemed to be given when the director is personally given such notice in a
telephone call to which he or she is a party. Facsimile transmission notice
shall be deemed to be given upon completion of the transmission of the message
to the number given to the Corporation by the director and receipt of a
completed answer-back indicating receipt. Neither the business to be transacted
at, nor the purpose of, any meeting of the Board of Directors need be stated in
the notice, unless specifically required by statute or these Bylaws.
SECTION 10. QUORUM; VOTING. At any and all regular and special meetings of
the Board of Directors, one-third of the duly elected and qualified directors
shall constitute a quorum, unless there are only three directors, in which case
two directors shall constitute a quorum; but if at any meeting of the Board of
Directors there be less than a quorum present, the directors at the meeting may,
without further notice, adjourn the same, from time to time, for a period not
exceeding 10 days at any one time, until a quorum is in attendance. The action
of a majority of the directors present at a meeting at which a quorum is present
is the action of the Board of Directors.
SECTION 11. INFORMAL ACTIONS. Any action required or permitted to be taken
at any meeting of the Board of Directors or any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all the
members of the Board of Directors or such committee, as the case may be, and
filed with the minutes of proceedings of the Board of Directors or such
committee.
SECTION 12. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of
the Board of Directors or of any committee thereof may participate in a meeting
of the Board of Directors or any committee by means of conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other. Such participation shall
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constitute presence in person at such meeting.
SECTION 13. COMPENSATION. Directors shall be paid such compensation,
including retainers and fees for attendance at meetings of the Board of
Directors and its committees, as shall be determined from time to time by the
vote of the Board of Directors. No compensation for service as a director shall
be paid to officers or employees of the Corporation or any subsidiary of the
Corporation.
SECTION 14. RATIFICATION. Any transaction questioned in any stockholders'
derivative proceeding on the ground of lack of authority, defective or irregular
execution, adverse interest of director, officer or stockholder, non-disclosure,
miscomputation, or the application of improper principles or practices of
accounting may be ratified before or after judgment, by the Board of Directors
(excluding any director who is a party to such proceeding) or by the
stockholders if less than a quorum of directors is qualified; and, if so
ratified, shall have the same force and effect as if the questioned transaction
had been originally duly authorized, and said ratification shall be binding upon
the Corporation and its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. STANDING COMMITTEES AND MEMBERSHIP. The standing committees of
the Board of Directors shall be the Executive Committee, Finance Committee,
Audit Committee, Compensation and Employee Benefits Committee, Board Affairs and
Corporate Governance Committee and Employee and Public Responsibility Committee.
Subject to these Bylaws, the number of members of each committee shall be fixed
by the Board of Directors from time to time by resolution. The members of each
such committee shall be elected by the Board of Directors from among the members
of the Board of Directors; provided, however, that in the absence of a member or
members at a meeting of a standing committee, the members present at any meeting
of such committee (whether a quorum is present) may appoint directors who are
not members of such committee to act in the place or places of such absent
member or members in order to constitute a quorum at such meeting. A director
may concurrently serve on more than one of such committees. Only a director who
is not a current or former employee of the Corporation or any subsidiary or
affiliate thereof (an "Independent Director") shall be eligible to serve as a
member of the Audit Committee or the Compensation and Employee Benefits
Committee.
SECTION 2. SELECTION; TERM; REMOVAL. The members of each of the standing
committees of the Board of Directors and the chairperson thereof shall be
elected at the regular annual meeting of the Board of Directors and shall hold
office until the next such regular annual meeting of the Board of Directors and
until their respective successors are elected and qualified; provided, however,
that vacancies during the year on any standing committee shall be filled by the
Board of Directors.
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SECTION 3. MEETINGS; QUORUM; MINUTES. Each standing committee of the Board
of Directors shall from time to time meet at such time and place as shall be
directed by the chairperson of each committee and, in his or her absence, by the
Chairman of the Board of Directors, or in his or her absence, by the President.
A majority of all the members of each such committee (including directors
appointed to act at any meeting of the a standing committee in the place of
absent members thereof as provided in Section 1 above) shall constitute a quorum
for that committee meeting and the action of such quorum shall be taken as the
action of the committee. Each committee shall keep minutes of its proceedings
and actions and shall submit a report thereof at the next regular meeting of the
Board of Directors. The Executive Committee and Finance Committee can only act
upon the vote of a majority of all members of each such committee.
SECTION 4. AUTHORITY OF COMMITTEES. No committee shall have the authority
to perform any act which may not be delegated to a committee under the MGCL. If
the Board of Directors has given general authorization for the issuance of stock
providing for or establishing a method or procedure for determining the maximum
number of shares to be issued, a committee of the Board, in accordance with that
general authorization or any stock option or other plan or program adopted by
the Board, may fix the terms of stock subject to classification or
reclassification and the terms on which any stock may be issued, including all
terms and conditions required or permitted to be established or authorized by
the Board of Directors under Sections 2-203 and 2-204 of the MGCL. The Board of
Directors shall have the power at any time to change the members of any
committee so designated, to fill vacancies or to dissolve any such committee.
SECTION 5. EXECUTIVE COMMITTEE. The Executive Committee shall consist of
not less than three directors and shall perform such duties and exercise such
powers as may be directed or delegated by the Board of Directors. Between
meetings of the Board of Directors, the Executive Committee may exercise any and
all powers of the Board of Directors in the management of the business and
affairs of the Corporation with the same effect as if exercised by the Board of
Directors, and the exercise of such powers shall be conclusive of the fact that
the Executive Committee had full authority to exercise such powers, subject,
however, to the limitations of authority specifically set forth in Section 4 of
this Article III of these Bylaws.
SECTION 6. OTHER COMMITTEES. The powers and duties of committees other than
the Executive Committee shall be determined from time to time by the Board of
Directors.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall include the
Chairman of the Board of Directors, President, such Vice Chairmen of the Board
of Directors, Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents, as the Board of Directors shall from time to time elect, Chief
Financial Officer, General Counsel, Secretary, Treasurer and Controller and such
Assistant Secretaries and Assistant Treasurers or other officers as the Chairman
or the
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Board of Directors shall from time to time, appoint or elect with such powers
and duties as the Chairman or the Board may deem necessary or appropriate. In
addition, the Chairman of the Board, the President or the Vice Chairman of the
Board may appoint as officers of the Corporation employees with executive
authority within an operating division of the Corporation and may designate for
such officers titles that appropriately reflect their positions and
responsibilities.
SECTION 2. ELECTION AND QUALIFICATION. Except as otherwise provided herein,
the officers shall be elected by, and shall hold office at the pleasure of, the
Board of Directors. None of the officers, except the Chairman of the Board and
any Vice Chairman need be members of the Board of Directors. Any two of the
offices set forth in Section 1 of this Article IV may, at the discretion of the
Board of Directors, be held by the same person, except that a person may not
serve concurrently as both the President and a Vice President of the Corporation
and the Chairman of the Board may hold only the additional office of President.
SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation and, subject
to the direction of the Board of Directors and to the committees of the Board of
Directors, shall have general charge of the management of the business and
affairs of the Corporation, unless another individual is designated by the Board
of Directors as Chief Executive Officer of the Corporation. The Chairman shall
preside at all meetings of the stockholders and of the Board of Directors.
SECTION 4. THE PRESIDENT. The President shall perform such duties as may be
assigned to him or her by the Board of Directors or the Chairman of the Board.
SECTION 5. THE VICE CHAIRMAN OF THE BOARD AND VICE PRESIDENTS. Each Vice
Chairman, Executive Vice President, Senior Vice President or Vice President
shall perform such duties and have such authority as shall be assigned to him or
her by the Chairman of the Board, subject to the approval of the Board of
Directors. In the absence of the Chairman of the Board, the Vice Chairman, or if
there be more than one, the Vice Chairmen in order of seniority, shall become
the acting Chairman of the Board and, while retaining his or her duties as Vice
Chairman, shall assume the duties of the Chairman of the Board, unless the Board
of Directors shall otherwise determine.
SECTION 6. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall have
general supervision of all financial matters relating to the Corporation
(including its subsidiaries and affiliates), including the raising of capital,
financial risk management and review of the Corporation's financial condition.
The Chief Financial Officer shall perform such other duties and have such
authority as may be assigned to her or him by the Board of Directors, the
Chairman of the Board or the President.
SECTION 7. GENERAL COUNSEL. The General Counsel shall have general
supervision of all legal matters relating to the Corporation (including its
subsidiaries and affiliates), including
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litigation by and against the Corporation, preparation of documents relating to
transactions to which the Corporation is a party, advice to the Board of
Directors and management concerning legal issues affecting the Corporation and
retention of counsel to represent the Corporation. The General Counsel shall
perform such other duties and have such authority as may be assigned to her or
him by the Board of Directors, the Chairman of the Board or the President.
SECTION 8. SECRETARY. The Secretary shall issue or cause to be issued
notices for all meetings of the stockholders or Board of Directors and its
committees, shall keep minutes of such meetings and shall have charge of the
seal and corporate books and records. The Secretary shall supervise all matters
relating to the Securities and Exchange Commission and the stock exchanges on
which the securities of the Corporation are listed. The Secretary shall perform
such other duties as pertain to his or her office as the Chairman of the Board
may direct. In the absence of the Secretary from any meetings of the
stockholders or Board of Directors, the record of the proceedings shall be kept
and authenticated by such person as may be appointed for that purpose by the
chairman of the meeting.
SECTION 9. TREASURER. The Treasurer shall have charge and custody of the
funds, securities and other valuable effects of the Corporation (including its
subsidiaries and affiliates) and shall keep full and accurate accounts of all
receipts and disbursements. The Treasurer shall deposit all moneys to the credit
of the Corporation in such banks or depositories as he or she shall designate
subject to the control of the Board of Directors or the Finance Committee. The
Treasurer shall cause disbursement of the funds of the Corporation as may be
required in the conduct of business. Whenever required to do so, the Treasurer
shall render an account of all his or her transactions as Treasurer of the
Corporation.
SECTION 10. CONTROLLER. The Controller shall be the Chief Accounting
Officer of the Corporation and shall be responsible for maintenance of the
financial records and the internal accounting systems of the Corporation
(including its subsidiaries and affiliates) and for the conduct and surveillance
of general corporate accounting procedures. The Controller shall supervise the
preparation of the Corporation's financial statements and other financial
reports and statistics as required by management and governmental agencies and
shall perform such other duties as the Chief Financial Officer of the
Corporation or the Board of Directors may from time to time prescribe.
SECTION 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant
Secretaries and Assistant Treasurers shall perform such duties as the Board of
Directors or the Secretary or Treasurer, respectively, may from time to time
prescribe or require. In the absence or disability of the Secretary or
Treasurer, the Assistant Secretaries or Assistant Treasurers, as the case may
be, shall, in the order of their seniority or as otherwise directed by the Board
of Directors, perform the duties and have the powers of the Secretary and
Treasurer, respectively. The Board of Directors may, in its discretion, confer
upon any Assistant Secretary or Assistant Treasurer any power of the Secretary
or Treasurer, respectively, to be exercised jointly with or independently of the
Secretary or Treasurer, respectively, as the Board of Directors may from
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time to time determine.
ARTICLE V
INDEMNIFICATION AND ADVANCE OF EXPENSES
FOR DIRECTORS AND OFFICERS
SECTION 1. RIGHT TO INDEMNIFICATION. To the maximum extent permitted by
Maryland law in effect from time to time, the Corporation shall indemnify and,
without requiring a preliminary determination of the ultimate entitlement to
indemnification, shall pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any individual who is a present or former
director or officer of the Corporation or a subsidiary thereof and who is made a
party to the proceeding by reason of his or her service in that capacity or (b)
any individual who, while a director or officer of the Corporation and at the
request of the Corporation, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is made
a party to the proceeding by reason of his or her service in that capacity. The
Corporation may, with the approval of its Board of Directors, provide such
indemnification and advance for expenses to a person who served a predecessor of
the Corporation in any of the capacities described in (a) or (b) above and to
any employee or agent of the Corporation or a predecessor of the Corporation.
SECTION 2. CHANGE IN CONTROL. In the event of a change in control of the
Corporation, any person claiming a right to be indemnified or to an advance of
expenses by the Corporation may have his right to be indemnified or to an
advance of expenses and the extent of indemnification and advance of expenses to
which he is entitled determined by independent legal counsel selected by a
committee composed of all of the continuing directors, or in the event there are
no continuing directors, by independent legal counsel selected by the person
claiming indemnification or advance of expenses, with the approval of the chief
executive officer of the Corporation, which approval will not be unreasonably
withheld. As used in this section, "continuing director" shall mean a director
who was a member of the Board of Directors prior to the change in control and
who is not an Acquiring Person (as such term is defined in the Rights Agreement,
dated March 26, 1998, between the Corporation and First Chicago Trust Company of
New York, Rights Agent, as amended), and is not and was not an affiliate or
associate of an Acquiring Person or a representative or nominee of an Acquiring
Person or of any such affiliate or associate. As used in this Article V, "change
in control" shall mean any change in the Board of Directors of the Corporation,
resulting in continuing directors constituting less than a majority of the Board
of Directors.
SECTION 3. TIME FOR PAYMENT ENFORCEMENT. Any indemnification, or payment of
expenses in advance of the final disposition of any proceeding, shall be made
promptly, and in any event within 60 days, upon the written request of the
director or officer entitled to indemnification (the "Indemnified Party"). The
right to indemnification and advance of expenses hereunder shall be enforceable
by the Indemnified Party in any court of competent
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jurisdiction, if (i) the Corporation denies such request, in whole or in part,
or (ii) no disposition thereof is made within 60 days. The Indemnified Party's
costs and expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action shall also
be indemnified by the Corporation.
SECTION 4. GENERAL. The indemnification and advance of expenses provided by
this Article V (a) shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advance of expenses may be entitled under any
law (common or statutory), or any agreement, vote of stockholders or
disinterested directors or other provision that is not contrary to law, both as
to action in his or her official capacity and as to action in another capacity
while holding office or while employed by or acting as agent for the
Corporation, (b) shall continue in respect of all events occurring while a
person was a director or officer after such person has ceased to be a director
or officer (including after a change in control of the Corporation), and (c)
shall inure to the benefit of the estate, heirs, executors and administrators of
such person. All rights to indemnification and advance of expenses hereunder
shall be deemed to be a contract between the Corporation and each director or
officer of the Corporation who serves or served in such capacity at any time
while this Article V is in effect.
SECTION 5. EFFECTIVE TIME. This Article V shall be effective from and after
the date of its adoption and shall apply to all proceedings arising prior to or
after such date, regardless of whether relating to facts or circumstances
occurring prior to or after such date. Neither the amendment nor repeal of this
Article, nor the adoption or amendment of any other provision of the Charter or
Bylaws inconsistent with this Article, shall apply to or affect in any respect
the applicability of this Article with respect to any act or failure to act
which occurred prior to such amendment, repeal or adoption.
SECTION 6. FURTHER ACTION. The Board of Directors may take such action as
is necessary to carry out the provisions of this Article V and is expressly
empowered to adopt, approve and amend from time to time such resolutions or
contracts implementing such provisions or such further arrangements for
indemnification or advance for expenses as may be permitted by law.
ARTICLE VI
FISCAL YEAR AND DIVIDENDS
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall end on the
Saturday nearest to June 30 of each year and commence on the next day.
SECTION 2. DIVIDENDS. The Board of Directors from time to time may
authorize and declare, in accordance with the provisions and limitations of the
MGCL and of the Charter, dividends on the shares of the Corporation in cash,
property or stock of the Corporation.
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ARTICLE VII
AUDITORS
At its first meeting of each new fiscal year, the Board of Directors shall
appoint a firm of independent certified public accountants to serve for such
fiscal year for the purposes of examining the consolidated financial statements
of the Corporation and issuing an auditors' report thereon. Such appointment
shall be subject to the ratification by the stockholders, to be voted upon at
the next annual meeting of stockholders.
ARTICLE VIII
CORPORATE DOCUMENTS
SECTION 1. EXECUTION OF NEGOTIABLE INSTRUMENTS. All checks, drafts, notes
and other negotiable instruments relating to the Corporation or any division of
the Corporation shall be reviewed and executed in accordance with the
requirements set forth from time to time by the Chairman of the Board.
SECTION 2. EXECUTION OF OTHER DOCUMENTS. (a) IN GENERAL. Any contract,
conveyance, lease, power of attorney and other agreement or document not in the
ordinary course of business of the Corporation shall be signed by any one of the
Chairman of the Board, the President, an Executive Vice President, a Senior Vice
President or a Vice President. However, the Board of Directors may provide
otherwise and, in certain circumstances set forth by the Board of Directors, the
Finance Committee and the Audit Committee may provide otherwise. Subject to
Section 2(b) of this Article VIII, Section 1 of this Article VIII and any
policies of the Corporation, any contract, conveyance, lease, power of attorney
or other agreement or document in the ordinary course of business may be signed
by (i) any employee authorized by any policy of the Corporation in effect at the
time the document is executed or (ii) any officer.
(b) TRANSACTION PRINCIPALLY INVOLVING DIVISIONS. The chairman or
president of a division of the Corporation (as appointed by the Board of
Directors or the Chairman of the Board of the Corporation) may sign any
contract, conveyance, lease, power of attorney or other agreement or document
principally involving the division of which he or she is chairman or president.
An executive vice president, a senior vice president or a vice president of a
division of the Corporation (as appointed by the Board of Directors or the
Chairman of the Board of the Corporation or the chairman or president of the
division) may sign any contract, conveyance, lease, power of attorney or other
agreement or document principally involving the division of which he or she is
an executive vice president, senior vice president or vice president. If no such
officers are appointed for a division, its managing director or general manager
or other person exercising principal supervisory authority for the business and
affairs of the division may sign such contract, conveyance, lease, power of
attorney or other agreement or document.
(c) CONSTRUCTION AND INTERPRETATION. Nothing in this Section 2 of
this Article VIII may be construed or interpreted to limit the authority of the
Chairman of the Board under
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Section 1 of this Article VIII.
(d) EXECUTION IN MULTIPLE CAPACITIES. No officer shall execute,
acknowledge or verify any instrument or document on behalf of the Corporation in
more than one capacity, if such instrument or document is required by law or by
these Bylaws to be executed, acknowledged or verified by two or more officers.
ARTICLE IX
SEAL
SECTION 1. CONTENTS. The seal of the Corporation shall be circular in form
and include the words "SARA LEE CORPORATION - MARYLAND - 1941" inscribed
thereon. The Board of Directors may authorize one or more duplicate seals and
provide for the custody thereof.
SECTION 2. AFFIXING SEAL. Whenever the Corporation is permitted or required
to affix its seal to a document, it shall be sufficient to meet the requirements
of any law, rule or regulation relating to a seal to place the word "(SEAL)"
adjacent to the signature of the person authorized to execute the document on
behalf of the Corporation.
ARTICLE X
STOCK
SECTION 1. EXECUTION OF STOCK CERTIFICATES. Certificates representing
shares of stock shall be issued in such form as may be approved by the Board of
Directors and shall be signed by the Chairman of the Board, the President or a
Vice President and countersigned by the Secretary, an Assistant Secretary or the
Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation;
provided, however, that stock certificates may be issued bearing the facsimile
signatures of such officers and the facsimile seal of the Corporation whenever
the stock represented thereby is to be transferred and registered by or through
a transfer agent and registrar. A certificate is valid and may be issued whether
or not the officer whose facsimile signature appears on the certificate is still
an officer at the time of issuance. Stock certificates shall be issued,
transferred and canceled in accordance with such rules and regulations as the
Board of Directors, the Chairman of the Board or President shall prescribe.
SECTION 2. TRANSFERS. All transfers of stock shall be made on the books of
the Corporation, by the holder of the shares, in person or by his or her
attorney, on surrender of certificates to the Corporation, duly endorsed, for a
like number of shares.
SECTION 3. REGISTRATION. The Board of Directors shall have power and
authority to make all such rules and regulations as it may deem expedient
concerning the issuance and registration of certificates of stock, including the
appointment from time to time of transfer agents and registrars. An original or
duplicate stock ledger containing the names and addresses of all stockholders
and the number of shares of each class held by each stockholder shall be
maintained
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by the transfer agent or agents of the Corporation, if any, and otherwise at the
principal business office of the Corporation.
SECTION 4. RECORD DATE. The Board of Directors shall have authority from
time to time to fix a date of not less than 10 days and not more than 90 days
preceding the date of any meeting of stockholders, any dividend payment date, or
any date for the allotment of rights, as a record date for the determination of
stockholders who are entitled to notice of or to vote at such meeting, or
entitled to receive such dividend or rights, as the case may be. Only
stockholders of record on such date shall be entitled to notice of or to vote at
such meeting, or to receive such dividend or rights, as the case may be;
provided, however, that unless the Board of Directors shall fix such date, such
record date for determining the stockholders entitled to notice of and to vote
at such meeting, or entitled to receive such dividend or rights, as the case may
be, shall be the 30th day before the date of such stockholders' meeting or the
date of such dividend payment or allotment of rights.
SECTION 5. RECOGNITION OF HOLDER. 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, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the MGCL.
SECTION 6. REPLACEMENT CERTIFICATES. Any officer designated by the Board of
Directors or the Executive Committee may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, destroyed,
stolen or mutilated, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, destroyed, stolen or mutilated.
Any officer designated by the Board of Directors or Executive Committee, when
authorizing such issue of a new certificate or certificates, may, in his or her
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, destroyed, stolen or mutilated certificate or certificates,
or his or her legal representative, to give the Corporation a bond in such sums
as it may direct as indemnity against any claim that may be made against the
Corporation.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice of the time, place or purpose of any meeting of
stockholders, Board of Directors or committee of the Board of Directors is
required to be given under the MGCL, the Charter or these Bylaws, a waiver
thereof in writing, signed by the person entitled to such notice and filed with
the records of the meeting, whether before or after the holding thereof, or
actual attendance at the meeting in person or, in the case of stockholders only,
a duly executed and delivered proxy, shall satisfy any requirement for notice to
such person.
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ARTICLE XII
MAKING, ALTERING OR REPEALING BYLAWS
SECTION 1. POWER VESTED IN BOARD OF DIRECTORS. The Board of Directors shall
have the exclusive power and right to make, alter or repeal any or all Bylaws of
the Corporation at any time or from time to time.
SECTION 2. SCOPE OF BYLAWS. The Bylaws may contain any provision not
inconsistent with the MGCL or the Charter for the regulation and management of
the affairs of the Corporation.
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