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BYLAWS
OF
ADOLPH COORS COMPANY
(A COLORADO CORPORATION)
AMENDED AND RESTATED AS OF MAY 11, 2000
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BYLAWS
OF
ADOLPH COORS COMPANY
TABLE OF CONTENTS
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ARTICLE I - Offices......................................................................................... 1
1. Principal Office.......................................................................... 1
2. Registered Office......................................................................... 1
3. Other Offices............................................................................. 1
ARTICLE II - Shareholders' Meetings......................................................................... 1
1. Annual Meetings........................................................................... 1
2. Special Meetings.......................................................................... 1
3. Place of Special Meetings................................................................. 2
4. Notice of Meetings........................................................................ 2
5. Waiver of Notice.......................................................................... 3
6. Action Without A Meeting.................................................................. 3
7. Fixing Record Date........................................................................ 3
8. Shareholder' List......................................................................... 4
9. Quorum.................................................................................... 4
10. Adjournment............................................................................... 4
11. Voting.................................................................................... 5
12. Conduct of Meetings....................................................................... 5
13. Proxies................................................................................... 6
14. Inspectors................................................................................ 7
15. Meeting by Telecommunication.............................................................. 7
ARTICLE III - Board of Directors............................................................................ 8
1. Authority, Election and Tenure............................................................ 8
2. Number and Qualification.................................................................. 8
3. Annual and Regular Meetings............................................................... 8
4. Special Meetings.......................................................................... 8
5. Notice of Special Meetings................................................................ 8
6. Waiver of Notice.......................................................................... 9
7. Action Without a Meeting.................................................................. 9
8. Quorum and Voting......................................................................... 9
9. Organization and Procedure................................................................ 10
10. Resignation............................................................................... 10
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11. Removal................................................................................... 10
12. Vacancies................................................................................. 10
13. Dissenting Directors...................................................................... 11
14. Executive and Other Committees............................................................ 11
15. Compensation of Directors................................................................. 12
16. Meeting by Telecommunication.............................................................. 12
ARTICLE IV - Officers....................................................................................... 13
1. Appointment and Tenure.................................................................... 13
2. Resignation, Removal and Vacancies........................................................ 13
3. Temporary Delegation of Duties............................................................ 13
4. Chairman of the Board..................................................................... 13
5. Chief Executive Officer................................................................... 13
6. President................................................................................. 14
7. Vice Presidents........................................................................... 14
8. Secretary................................................................................. 14
9. Treasurer................................................................................. 14
10. Assistant Secretaries and Assistant Treasurers............................................ 15
11. Bond of Officers.......................................................................... 15
12. Compensation.............................................................................. 15
ARTICLE V - Directors' Conflicts of Interest................................................................ 16
1. Conflicting Interest Transaction.......................................................... 16
2. Effect of Conflict of Interest............................................................ 16
3. Notice to Shareholders.................................................................... 17
4. Interested Directors...................................................................... 17
ARTICLE VI - Indemnification................................................................................ 17
1. Directors................................................................................. 17
2. Officers and Employees.................................................................... 17
3. Mandatory Indemnification................................................................. 18
4. Agents and Fiduciaries.................................................................... 18
5. Procedure................................................................................. 18
6. Other Remedies............................................................................ 18
7. Insurance................................................................................. 18
8. Notice to Shareholders.................................................................... 19
9. Selection of Counsel...................................................................... 19
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ARTICLE VII - Execution of Instruments; Loans; Checks and Endorsements;
Deposits; Proxies......................................................................... 19
1. Execution of Instruments.................................................................. 19
2. Borrowing................................................................................. 20
3. Attestation............................................................................... 20
4. Loans to Directors, Officers and Employees................................................ 20
5. Checks and Endorsements................................................................... 20
6. Deposits.................................................................................. 20
7. Voting of Securities of Other Entities.................................................... 20
ARTICLE VIII - Shares of Stock.............................................................................. 21
1. Certificates of Stock..................................................................... 21
2. Shares Without Certificates............................................................... 21
3. Transfer of Stock......................................................................... 21
4. Restrictions on Transfer.................................................................. 22
5. Preferred Stock........................................................................... 24
6. Holders of Record......................................................................... 24
7. Shares Held for the Account of a Specified Person or Persons.............................. 24
8. Lost, Destroyed and Mutilated Certificates................................................ 25
ARTICLE IX - Dividends and Other Distributions.............................................................. 25
ARTICLE X - Corporate Records............................................................................... 26
1. Permanent Records......................................................................... 26
2. Records at Principal Office............................................................... 26
3. Addresses of Shareholders................................................................. 26
4. Record of Shareholders.................................................................... 26
5. Inspection of Corporate Records........................................................... 27
6. Audits of Books and Accounts.............................................................. 27
ARTICLE XI - Miscellaneous.................................................................................. 27
1. Corporate Seal............................................................................ 27
2. Fiscal Year............................................................................... 27
3. Emergency Bylaws and Actions.............................................................. 27
4. Amendments................................................................................ 27
5. Gender.................................................................................... 28
6. Definitions............................................................................... 28
7. Conflicts................................................................................. 28
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ARTICLE I
Offices
1. Principal Office. The principal office of Adolph Coors Company (the
"Company") shall be located in or near the City of Golden, Colorado. The Board
of Directors, from time to time, may change the principal office of the Company.
2. Registered Office. The registered office of the Company required by
the Colorado Business Corporation Act, as it may be amended or superseded (the
"Act"), to be maintained in the State of Colorado may be, but need not be,
identical with the principal office, and the address of the registered office
may be changed from time to time by the Board of Directors.
3. Other Offices. The Company may have one or more offices at such
place or places within or outside the State of Colorado as the Board of
Directors may from time to time determine or as the business of the Company may
require.
ARTICLE II
Shareholders' Meetings
1. Annual Meetings. The annual meeting of the holders of the Class A
Common Stock shall be held each year during the month of May on such date and at
such time and place, either within or outside the State of Colorado, as may be
determined by the Board of Directors from time to time. At such meeting, the
holders of the Class A Common stock shall elect a Board of Directors and shall
transact such other business as may be brought properly before the meeting.
Holders of non-voting stock may be invited to attend the annual meeting, but
shall not vote except with respect to matters on which their vote is required by
the Act or the Articles of Incorporation.
2. Special Meetings.
(a) Special meetings of shareholders for any purpose or
purposes, unless otherwise prescribed by the Act or by the Articles of
Incorporation, may be called at any time by the Chairman, by the President (if
he is also a member of the Board of Directors) or by the Board of Directors. A
special meeting shall be called by the President or the Secretary upon one or
more written demands (which shall state the purpose or purposes therefor) signed
and dated by the holders of shares representing not less than ten percent of all
votes entitled to be cast on any issue proposed to be considered at the meeting.
(b) The record date for determining the shareholders entitled
to demand a special meeting is the date of the earliest of any of the demands
pursuant to which the
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meeting is called, or the date that is 60 days before the date the first of such
demands is received by the Company, whichever is later.
(c) Business transacted at any special meeting of shareholders
shall be limited to the purpose or purposes stated in the notice of such
meeting.
3. Place of Special Meetings. Special meetings of shareholders shall be
held at such place or places, within or outside the State of Colorado, as may be
determined by the Board of Directors and designated in the notice of the
meeting. If no place is designated in the notice, or if a special meeting is
called otherwise than by the Board of Directors, the place of the meeting shall
be the principal office of the Company.
4. Notice of Meetings.
(a) Not less than 10 nor more than 60 days prior to each
annual or special meeting of shareholders, written notice of the date, time and
place of each meeting, and in the case of special meetings the purpose or
purposes for which the meeting is called, shall be given to each shareholder
entitled to vote at such meeting. If the authorized shares of the Company are
proposed to be increased, at least 30 days' notice in like manner shall be
given. If the Act prescribes notice requirements for particular circumstances
(as in the case of the sale, lease or exchange of the Company's assets other
than in the usual and regular course of business, or the merger or dissolution
of the Company), the provisions of the Act shall govern.
(b) Notice may be given in person or by telephone, telegraph,
teletype, electronically transmitted facsimile, or other form of wire or
wireless communication, and, if so given, shall be effective when received by
the shareholder. Notice may also be given by deposit in the United States mail
if addressed to the shareholder's address shown in the Company's current record
of shareholders, and, if so given, shall be effective when mailed.
(c) If three successive notices mailed to any shareholder in
accordance with the provisions of these Bylaws are returned as undeliverable, no
further notices to such shareholder shall be necessary until another address for
such shareholder is made known to the Company.
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5. Waiver of Notice.
(a) A shareholder may waive any notice, whether before or
after the date or time stated in the notice as the date or time when any action
will occur or has occurred. The waiver shall be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Secretary for
inclusion in the minutes or filing with the corporate records, but such delivery
and filing shall not be conditions of the effectiveness of the waiver.
(b) A shareholder's attendance at a meeting:
(i) Waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the
meeting or transacting business at the meeting
because of lack of notice or defective notice; and
(ii) Waives objection to consideration of a particular
matter at the meeting that is not within the purpose
or purposes described in the meeting notice, unless
the shareholder objects to considering the matter
when it is presented.
6. Action Without A Meeting.
(a) Any action required or permitted to be taken at a
shareholders' meeting may be taken without a meeting if all of the shareholders
entitled to vote thereon consent in writing to the action taken. No action taken
by written consent shall be effective unless the Company has received writings
that describe and consent to the action, signed by all the shareholders entitled
to vote on such action. Unless otherwise provided by the Act, action by written
consent shall be effective as of the date the last writing necessary to effect
the action is received by the Secretary, unless all of the writings necessary to
effect the action specify a later date as the effective date of the action.
(b) Any shareholder who has signed a writing describing and
consenting to action taken by written consent may revoke such consent by a
writing signed by the shareholder describing the action and stating that the
shareholder's prior consent thereto is revoked, if such writing is received by
the Company before the effectiveness of the action.
(c) The record date for determining shareholders entitled to
take action without a meeting or entitled to be given notice is the date a
writing upon which the action is taken is first received by the Company.
7. Fixing Record Date. The Board of Directors may fix a future date as
the record date to determine the shareholders entitled to be given notice of a
shareholders meeting, to demand a special meeting, to vote at a meeting, to
receive payment of a
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distribution, or for any other proper purpose. Such record date shall not be
more than 70 days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to be given notice of or
to vote at any meeting of shareholders is effective for any adjournment of the
meeting, unless the Board of Directors fixes a new record date, which it shall
do if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.
8. Shareholders' List.
(a) A complete list of the shareholders entitled to notice of
any shareholders' meeting shall be prepared by, or at the direction of, the
Secretary of the Company. Such shareholders' list shall be arranged by voting
groups (as defined by the Act) and, within each voting group, by class or series
of shares, shall be alphabetical within each class or series and shall show the
address of, and the number of shares of each such class and series that are held
by, each shareholder.
(b) The shareholders' list shall be available for inspection
by any shareholder beginning on the earlier of ten days before the meeting for
which the list was prepared or two business days after notice is given, and
continuing through the meeting and any adjournment thereof, at the Company's
principal office or at a place identified in the notice of the meeting in the
city where the meeting will be held. During the period the list is available for
inspection, a shareholder, or his agent or attorney, is entitled on written
demand to inspect and, subject to the provisions of the Act, to copy the list
during the Company's regular business hours. Failure to prepare or make
available the shareholders' list does not affect the validity of actions taken
at the meeting.
9. Quorum. Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares is represented
in person or by proxy with respect to that matter. Unless otherwise provided in
the Act or in the Company's Articles of Incorporation, a majority of the votes
entitled to be cast on a matter by a voting group constitutes a quorum of that
voting group for action on that matter. If a quorum is not present with respect
to a particular matter, the shares present at the meeting shall have the power
to adjourn the meeting with respect to that matter, until the requisite number
of shares shall be present or represented.
10. Adjournment. When a meeting is for any reason adjourned to another
date, time or place, notice need not be given of the adjourned meeting if the
date, time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, any business may be transacted
that might have been transacted at the original meeting. If the adjournment is
for more than 120 days from the date of the original meeting, 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 shareholder entitled to vote at
such meeting as of the new record date.
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11. Voting. Each outstanding share of record of Class A Common Stock is
entitled to one vote for the election of each member of the Board of Directors
and on other matters submitted to a vote of the shareholders. Except where the
Act or the Articles of Incorporation require a different vote, if a quorum
exists, action on a matter other than the election of directors is approved if
the votes cast favoring the action exceed the votes cast opposing the action. In
an election of directors, a majority of shares entitled to vote for directors is
required in order to elect a director. The voting rights of shares of Class B
Common Stock shall only be as required in certain instances by the Act or the
Articles of Incorporation. No shareholder shall be permitted to cumulate his
votes.
12. Conduct of Meetings. The chairman of the annual or any special
meeting of the shareholders shall be the Chairman of the Board or, in his
absence, any person designated by the Board of Directors. The Secretary or, in
his absence, any person appointed by the chairman of the meeting shall act as
Secretary of the meeting. Meetings of shareholders shall be conducted in
accordance with the following rules:
(a) The chairman of the meeting shall have absolute authority
over matters of procedure and there shall be no appeal from the ruling of the
chairman. If the chairman, in his absolute discretion, deems it advisable to
dispense with the rules of parliamentary procedure as to any meeting of
shareholders or a part thereof, the chairman shall so state and shall clearly
state the rules under which the meeting or appropriate part thereof shall be
conducted.
(b) If disorder shall arise that prevents continuation of the
legitimate business of the meeting, the chairman may quit the chair and announce
the adjournment of the meeting and upon his so doing the meeting is immediately
adjourned.
(c) The chairman may ask or require that anyone who is not a
bona fide shareholder or proxy leave the meeting.
(d) At any meeting of shareholders, a resolution or motion
shall be considered for vote only if the proposal is brought properly before the
meeting, which shall be determined by the chairman of the meeting in accordance
with the following provisions:
(i) Notice required by these Bylaws and by all applicable
federal or state statutes or regulations shall have
been given to, or waived by, all shareholders
entitled to vote on such proposal. In the event
notice periods of different lengths apply to the same
proposed action under different laws or regulations,
appropriate notice shall be deemed given if there is
compliance with the greater of all applicable notice
requirements.
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(ii) Proposals may be made by the Board of Directors as to
matters affecting holders of any class of stock
issued by the Company. Proposals also may be made by
the holder of shares of Class A Common Stock.
(iii) Any proposal made by the Board of Directors or the
holder of shares of Class A Common Stock may be made
at any time prior to or at the meeting if only the
holder of Class A Common Stock is entitled to vote
thereon.
(iv) Any proposal on which holders of Class B Common Stock
are entitled to vote and concerning which proxies may
be solicited by the proponent or by management shall
be filed with the Secretary by such dates as may be
required by the proxy rules promulgated by the
Securities and Exchange Commission.
(v) A shareholder's proposal shall set forth (a) a brief
description of the matters desired to be brought
before the meeting and the reasons for conducting
such business at the meeting; (b) the name and
address, as they appear on the Company's books, of
the shareholder proposing such business; (c) the
class and number of such shares of the Company which
are beneficially owned by the shareholder; (d) any
financial interest of the shareholder in such
proposal; and (e) any other information required by
applicable statute or regulation.
(e) Nomination of persons to stand for election to the Board
of Directors at any annual or special shareholders meeting may be made by the
holders of the Company's Class A Common Stock at any time prior to the vote
thereon.
13. Proxies.
(a) At any shareholder meeting, a shareholder may vote in
person or by proxy. A shareholder may appoint a proxy by signing an appointment
form, either personally or by the shareholder's duly authorized
attorney-in-fact. A shareholder may also appoint a proxy by transmitting or
authorizing the transmission of a telegram, teletype or other electronic
transmission providing a written statement of the appointment to the Company,
the proxy, or other person duly authorized by the proxy to receive appointments
as agent for the proxy. The transmitted appointment shall set forth or be
transmitted with written evidence from which it can be determined that the
shareholder transmitted or authorized the transmission of the appointment.
(b) An appointment of a proxy is effective when the
appointment is received by the Company and the appointment is effective for
eleven months unless a different
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period is expressly provided in the appointment form. An appointment of a proxy
shall be revocable by the shareholder only as provided by the Act. Shares
represented by proxy at a meeting of shareholders shall be deemed to be present
at the meeting.
14. Inspectors. The chairperson of the meeting may at any time appoint
one or more inspectors to serve at a meeting of the shareholders. Such
inspectors shall decide upon the qualifications of voters, including the
validity of proxies, accept and count the votes for and against the matters
presented, report the results of such votes, and subscribe and deliver to the
Secretary of the meeting a certificate stating the number of shares of stock
within each voting group that is issued and outstanding and entitled to vote
thereon and the number of shares within each voting group that voted for and
against the matters presented. The voting inspectors need not be shareholders of
the Company, and any director or officer of the Company may be an inspector on
any matter other than a vote for or against such director's or officer's
election to any position with the Company or on any other matter in which such
officer or director may be directly interested.
15. Meeting by Telecommunication. If, and only if, permitted by the
Board of Directors, a shareholder may participate in an annual or special
shareholders' meeting by, or the meeting may be conducted through the use of,
any means of communication by which all persons participating in the meeting may
hear each other during the meeting. If the Board of Directors determines to
allow shareholders to participate in a shareholders' meeting by
telecommunication, the Board shall establish the terms and conditions under
which shareholders may participate by such means and shall cause the notice of
the meeting to contain such terms and conditions. Only shareholders who comply
with the terms and conditions indicated in such notice shall be entitled to so
participate by telecommunication in the shareholders' meeting.
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ARTICLE III
Board of Directors
1. Authority, Election and Tenure. Subject to any provision of the Act
and the Articles of Incorporation, all corporate power shall be exercised by or
under the authority of, and the business and affairs of the Company shall be
managed by, a Board of Directors. The Board of Directors shall be elected at
each annual meeting of shareholders by the holders of the Class A Common Stock.
Each director shall hold office until the next annual meeting of shareholders,
until such director's successor shall be elected and shall qualify, or until
such director's earlier death, resignation or removal.
2. Number and Qualification. At each annual meeting of shareholders,
the holders of the Class A Common Stock shall determine the number of directors,
which shall be no fewer than three. Any increase in the number of directors
between annual meetings shall be approved by the holders of the Class A Common
Stock. Directors must be natural persons at least eighteen years of age but need
not be shareholders or residents of the State of Colorado.
3. Annual and Regular Meetings. The Board of Directors shall hold its
annual meeting without notice on the same day and at the same place as, but just
following, the annual meeting of the shareholders, or at such other date, time
and place as may be determined by the Board of Directors. Regular meetings of
the Board of Directors shall be held without notice at such dates, times and
places as may be determined by the Board of Directors by resolution.
4. Special Meetings. Special meetings of the Board of Directors may be
held, with proper notice, upon the call of the Chairman of the Board or by at
least two members of the Board of Directors at such time and place as specified
in the notice.
5. Notice of Special Meetings.
(a) Notice of the date, time and place of each special meeting
of the Board of Directors shall be given to each director at least two days
prior to such meeting. The notice of a special meeting of the Board of Directors
need not state the purposes of the meeting. Notice to each director of any
special meeting may be given in person; by telephone, telegraph, teletype,
electronically transmitted facsimile, or other form of wire or wireless
communication; or by mail or private carrier.
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(b) Oral notice to a director of any special meeting is
effective when communicated. Written notice to a director of any special meeting
is effective at the earliest of: (i) the date received; (ii) five days after it
is mailed; or (iii) the date shown on the return receipt if mailed by registered
or certified mail, return receipt requested, if the return receipt is signed by
or on behalf of the director to whom the notice is addressed.
6. Waiver of Notice.
(a) A director may waive any notice of a meeting before or
after the time and date of the meeting stated in the notice. The waiver shall be
in writing and signed by the director entitled to the notice. Such waiver shall
be delivered to the Secretary for filing with the corporate records, but such
delivery and filing shall not be conditions of the effectiveness of the waiver.
(b) A director's attendance at or participation in a meeting
waives any required notice to him of the meeting unless:
(i) At the beginning of the meeting, or promptly
upon his later arrival, the director objects to
holding the meeting or transacting business at
the meeting because of lack of notice or
defective notice and does not thereafter vote
for or assent to action taken at the meeting; or
(ii) If special notice was required of a particular
purpose, the director objects to transacting
business with respect to the purpose for which
such special notice was required and does not
thereafter vote for or assent to action taken at
the meeting with respect to such purpose.
7. Action Without a Meeting. Any action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors consent to such action in writing. Such
consent shall be delivered to the Secretary for inclusion in the minutes or for
filing with the corporate records. Action is taken by written consent at the
time the last director signs a writing describing the action taken, unless,
before such time, any director has revoked his consent pursuant to the
provisions of the Act. Action taken without a meeting is effective at the time
it is taken unless the directors establish a different effective date. Action
taken by written consent has the same effect as action taken at a meeting of the
Board of Directors, and may be described as such in any document.
8. Quorum and Voting. Except as otherwise provided by the Act or by
these Bylaws, a majority of the directors in office at the time of any regular
or special meeting of the Board of Directors shall constitute a quorum for the
transaction of business at such
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meeting. The vote of a majority of the directors present at the meeting at which
a quorum is present shall be the act of the Board of Directors. In the absence
of a quorum, a majority of the directors present may, without notice other than
announcement at the meeting, adjourn the meeting from time to time until a
quorum can be obtained.
9. Organization and Procedure. The Board of Directors shall elect a
Chairman of the Board from among its members. If the Board deems it necessary,
it may elect a Vice-Chairman of the Board from among its members to perform the
duties of the Chairman of the Board in his absence and such other duties as the
Board of Directors may assign. The Chairman of the Board or, in his absence, the
Vice-Chairman of the Board, or in his absence, any director chosen by a majority
of the directors present, shall act as chairperson of the meetings of the Board
of Directors. The Secretary, any Assistant Secretary, or any other person
appointed by the chairperson shall act as secretary of each meeting of the Board
of Directors.
10. Resignation. Any director of the Company may resign at any time by
giving written notice to the Board of Directors or the Secretary of the Company
at the Company's principal office. Such resignation shall take effect at the
date of receipt of such notice or at any later time specified therein and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
The Board of Directors may, at its discretion, designate a retired director as
Director Emeritus. Each designation shall be for a period of one year and may be
renewed for additional one-year terms. A Director Emeritus shall provide
consulting and advisory services to the Board of Directors as requested from
time to time by the Board of Directors and may be invited to attend meetings of
the Board, but shall not vote or be counted for quorum purposes or have any of
the duties or obligations imposed on a director or officer of the Company under
the Act, the Company's Articles of Incorporation or these Bylaws. A Director
Emeritus shall be entitled to the benefits and protections of the provisions of
Article VI of these Bylaws, and shall be compensated for his services and
reimbursed for expenses incurred in his capacity as Director Emeritus as the
Board of Directors shall from time to time establish.
11. Removal. Any director may be removed, either with or without cause,
at any time, at a special meeting of the holders of the Class A Common Stock
called for such purpose, if the number of votes cast in favor of removal exceeds
the number of votes cast against removal. A vacancy in the Board of Directors
caused by any such removal may be filled by the holders of the Class A Common
Stock at such meeting or, if such shareholders at such meeting shall fail to
fill such vacancy, by a majority of the remaining directors at any time before
the end of the unexpired term of the director removed.
12. Vacancies. Any directorship to be filled by reason of an increase
in the number of directors between annual meetings shall be filled by the vote
of the holders of the
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Class A Common Stock and such director shall hold office until the next annual
meeting of shareholders and until his successor has been elected and qualified.
A vacancy occurring in the Board of Directors that is not required by these
Bylaws to be filled by the holder of the Class A Common Stock shall be filled by
the affirmative vote of a majority of the remaining members of the Board even if
the remaining directors constitute less than a quorum. A director elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
13. Dissenting Directors. A director who is present at a meeting of the
Board of Directors when corporate action is taken is deemed to have assented to
the action taken unless:
(a) He objects at the beginning of such meeting, or promptly
upon his later arrival, to the holding of the meeting or the transacting of
business at the meeting;
(b) He contemporaneously requests that his dissent or
abstention from the action taken be entered in the minutes of such meeting; or
(c) He gives written notice of his dissent or abstention to
the presiding officer of such meeting before its adjournment or to the Secretary
of the Company promptly after adjournment of such meeting.
The right of dissent as to a specific action in a meeting of the Board or a
committee is not available to a director who votes in favor of such action.
14. Executive and Other Committees. Except as otherwise required by the
Act, the Board of Directors, by the vote of a majority of the number of
directors then in office, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided
in the resolution and except as otherwise prescribed by the Act, shall have and
may exercise the authority delegated to them by the Board of Directors by
charter, resolution or otherwise. No committee shall:
(a) authorize dividends or other distributions;
(b) approve or propose to shareholders action that the Act
requires to be approved by shareholders;
(c) fill vacancies on the Board of Directors or on any of its
committees;
(d) amend the Articles of Incorporation;
(e) adopt, amend, or repeal these Bylaws;
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(f) approve a plan of merger not requiring shareholder
approval;
(g) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of Directors; or
(h) authorize or approve the issuance or sale of shares, or a
contract for the sale of shares, or determine the designation and relative
rights, preferences, and limitations of a class or series of shares, except that
with respect to this clause (h) the Board of Directors may authorize a committee
to do so within limits specifically prescribed by the Board of Directors.
The provisions of these Bylaws governing meetings, action without meeting,
notice, waiver of notice, and quorum and voting requirements of the Board of
Directors shall apply to committees and the members thereof. Each committee
established by the Board of Directors shall prepare minutes of its meetings
which shall be delivered to the Secretary of the Company for inclusion in the
Company's records.
15. Compensation of Directors. The Board of Directors shall determine
and fix the compensation, if any, and the reimbursement of expenses which shall
be allowed and paid to the directors. Nothing herein contained shall be
construed to preclude any director from serving the Company in any other
capacity or any of its subsidiaries in any other capacity and receiving proper
compensation therefor.
16. Meeting by Telecommunication. One or more members of the Board of
Directors may participate in a meeting of the Board of Directors through the use
of any means of communication by which all persons participating in the meeting
can hear each other at the same time. Such participation shall constitute
presence in person at the meeting.
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ARTICLE IV
Officers
1. Appointment and Tenure. The officers of the Company shall consist of
a Chairman of the Board (sometimes herein called the "Chairman"), a President, a
Secretary and a Treasurer. The Board of Directors may also designate and appoint
such other officers and assistant officers as may be deemed necessary. The Board
of Directors shall appoint the Company's officers annually or at such other
times as the Board shall designate. Such officers at all times shall be subject
to the supervision, direction and control of the Board of Directors. The Board
of Directors may delegate, by specific resolution, to an officer the power to
appoint other specified officers or assistant officers. Each officer appointed
shall continue in office until the next annual meeting of the Board of Directors
at which officers are appointed, or until such officer's earlier death,
resignation or removal. Any two or more offices may be held by the same person.
Each officer shall be a natural person who is eighteen years of age or older.
2. Resignation, Removal and Vacancies. Any officer may resign at any
time by giving written notice of resignation to the Board of Directors by
delivery of such notice to the Secretary. Such resignation shall take effect
when the notice is received by the Company unless the notice specifies a later
effective date, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The Board of Directors
may remove any officer at any time with or without cause. The Board of Directors
may also delegate to an officer the power to remove other specified officers or
assistant officers. If any office becomes vacant for any reason, the vacancy may
be filled by, or as specifically authorized by, the Board of Directors. An
officer appointed to fill a vacancy shall serve for the unexpired term of such
officer's predecessor, or until such officer's earlier death, resignation or
removal.
3. Temporary Delegation of Duties. In case of the absence of any
officer, or his disability to perform his duties, or for any other reason deemed
sufficient by the Board of Directors, the Board may delegate the powers and
duties of such officer to any other officer or to any director temporarily,
provided that a majority of the whole Board concur and that no such delegation
shall result in giving to the same person conflicting duties.
4. Chairman of The Board. The Chairman of the Board shall preside at
meetings of the Board of Directors and of the shareholders at which he is
present, and shall perform such other duties as the Board of Directors may from
time to time determine.
5. Chief Executive Officer. The Chief Executive Officer (sometimes
referred to herein as the "CEO"), if one is elected by the Board of Directors,
shall perform all duties
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customarily delegated to the chief executive officer of a corporation and such
other duties as may from time to time be assigned to him by the Board of
Directors and these Bylaws.
6. President. If there is no separate Chief Executive Officer, the
President shall be the CEO of the Company; otherwise, the President shall be
responsible to the CEO for the day-to-day operations of the Company. The
President shall have general and active management of the business of the
Company; shall see that all orders and resolutions of the Board of Directors are
carried into effect; and shall perform all duties as may from time to time be
assigned by the Board of Directors or the Chief Executive Officer.
7. Vice Presidents. The Vice Presidents, if any, shall perform such
duties and possess such powers as from time to time may be assigned to them by
the Board of Directors or the President.
8. Secretary. The Secretary of the Company (sometimes referred to
herein as the "Secretary") shall have the duty and power to:
(a) Assure that all notices are given in accordance with the
provisions of these Bylaws and as required by law.
(b) Prepare and maintain the minutes of the meetings of the
shareholders, the Board of Directors and committees thereof, and other records
and information required to be kept by the Company pursuant to the Act,
including those records set forth in Article X of these Bylaws.
(c) Authenticate records of the Company.
(d) In general, perform all duties incident to the office of
Secretary and such other duties as may, from time to time, be assigned to him by
the Board of Directors or the President.
9. Treasurer. The Treasurer shall have the duty and power to:
(a) Have the charge and custody of, and be responsible for,
all funds and securities of the Company and deposit all such funds in the name
of the Company in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these Bylaws or as directed by the
Board.
(b) Maintain books of account and records and exhibit such
books of account and records to any of the directors of this Company at any
reasonable time.
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(c) Render a statement of the condition of the finances of the
Company as requested by the Board of Directors and, if called upon to do so,
make a full financial report at the annual meeting of the shareholders.
(d) Receive, and give receipts for, monies due and payable to
the Company from any source whatsoever.
(e) In general, perform all of the duties incident to the
office of Treasurer and such other duties as may, from time to time, be assigned
to him by the Board of Directors or the President.
10. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers, if any, shall perform such duties as shall
be assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors. In the absence or at the request of the
Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers,
respectively, shall perform the duties and exercise the powers of the Secretary
or Treasurer, as the case may be.
11. Bond of Officers. The Board of Directors may require any officer or
agent to give the Company a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for such terms and conditions as
the Board of Directors may specify, including without limitation for the
faithful performance of such officer's duties and for the restoration to the
Company of any property belonging to the Company in such officer's possession or
under the control of such officer.
12. Compensation. The salaries and other compensation of the officers
shall be fixed or authorized from time to time by the Board of Directors. No
officer shall be prevented from receiving such salary or other compensation by
reason of the fact that he is also a director of the Company.
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ARTICLE V
Directors' Conflicts of Interest
1. Conflicting Interest Transaction. The term "conflicting interest
transaction" means any of the following:
(a) A loan or other assistance by the Company to a director of
the Company or to an entity in which a director of the Company is a director or
officer or has a financial interest;
(b) A guaranty by the Company of an obligation of a director
of the Company or of an obligation of an entity in which a director of the
Company is a director or officer or has a financial interest; or
(c) A contract or transaction between the Company and a
director of the Company or between the Company and an entity in which a director
of the Company is a director or officer or has a financial interest.
2. Effect of Conflict of Interest. No conflicting interest transaction
shall be void or voidable solely because the conflicting interest transaction
involves a director of the Company or an entity in which a director of the
Company is a director or officer or has a financial interest or solely because
the director is present at or participates in the meeting of the Board of
Directors which authorizes, approves, or ratifies the conflicting interest
transaction or solely because the director's vote is counted for such purpose
if:
(a) The material facts as to the director's relationship or
interest and as to the conflicting interest transaction are disclosed or are
known to the Board of Directors or the committee, and the Board or committee in
good faith authorizes, approves, or ratifies the conflicting interest
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors are less than a quorum; or
(b) The material facts as to the director's relationship or
interest and as to the conflicting interest transaction are disclosed, or are
known to the shareholders entitled to vote thereon, and the conflicting interest
transaction is specifically authorized, approved, or ratified in good faith by
vote of such shareholders; or
(c) The conflicting interest transaction is fair as to the
Company as of the time it is authorized, approved, or ratified by the Board of
Directors, a committee thereof, or the shareholders.
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3. Notice to Shareholders. The Board of Directors or a committee
thereof shall not authorize a conflicting interest transaction consisting of a
loan or guaranty pursuant to paragraph (a) of Section 1 above until at least 10
days after written notice of the proposed authorization of the loan or guaranty
has been given to the shareholders who would be entitled to vote thereon if the
issue of the loan or guaranty were submitted to a vote of the shareholders.
4. Interested Directors. Interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes, approves, or ratifies the contract or
transaction.
ARTICLE VI
Indemnification
1. Directors. The Company shall indemnify, to the fullest extent
allowed by the Act, but subject to all conditions and limitations provided by
the Act, any person who serves or who has served at any time as a director of
the company, and any director who, at the request of the Company, serves or at
any time has served as a director, officer, partner, trustee, employee,
fiduciary or agent of any other foreign or domestic corporation or other person
or entity or of an employee benefit plan, against any and all liabilities and
reasonable expenses incurred in connection with any action, suit, or proceeding
to which such director is made a party, and which may be asserted against him in
such capacity. A director shall be considered to be serving an employee benefit
plan at the Company's request if his duties to the Company also impose duties
on, or otherwise involve services by, him to the plan or to participants in or
beneficiaries of the plan. The Company shall not indemnify a director with
respect to conduct not reasonably related to his service to, or as requested by,
the Company or with respect to a personal benefit improperly received by him.
2. Officers and Employees. The Company shall indemnify, to the extent
and in the manner described herein, any person who serves or who has served at
any time as an officer or employee of the Company, and any officer or employee
who, at the request of the Company, serves or at any time has served as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic corporation or other person or entity or of an employee
benefit plan, against any and all liabilities and reasonable expenses incurred
in connection with any action, suit or proceeding which is or may be asserted
against the officer or employee for acts within the scope of the officer or
employee's duties in such capacity, except for matters in which the person shall
be adjudged in any action, suit, or proceeding to be liable for his own gross
negligence or willful misconduct in the performance of any duty, and except for
any personal benefit improperly received by him.
A Director Emeritus shall be considered to be an officer or employee of the
Company for all purposes of this Article VI.
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3. Mandatory Indemnification. The Company shall indemnify a director,
Officer or employee who was wholly successful, on the merits or otherwise, in
the defense of any action, suit or proceeding to which the person was a party
because the person is or was a director, officer or employee, against
liabilities and reasonable expenses incurred by him in connection with the
action, suit or proceeding.
4. Agents and Fiduciaries. The Company may indemnify a person who
serves or who has served at any time as an agent or fiduciary of the Company
against liabilities and reasonable expenses incurred in connection with any
action, suit, or proceeding to which he is made a party, or which may be
asserted against him, by reason of serving in such a capacity, in such
circumstances and in such amounts as the Board of Directors shall deem
appropriate.
5. Procedure. In each instance in which indemnification is claimed or
requested under Section 1 of this Article VI, the Board of Directors shall
determine, or shall direct any person or body, as permitted by the Act, to
determine (a) whether or not indemnification is permissible in the
circumstances, and (b) the amount of liability and expenses with respect to
which indemnification should be provided. The responsibility for implementing
the indemnification of officers and employees pursuant to Section 2 of this
Article VI may be assigned to such officers within the Company as the Board of
Directors determines. However, the Board retains its authority to review or
consider such matters in appropriate circumstances.
6. Other Remedies. Except as limited by the Act, any indemnification
provided herein shall be in addition to any other rights to which those
indemnified may be entitled by the Act or pursuant to any agreement, vote of
shareholders or otherwise, and shall be available to the heirs, personal
representatives and successors of the person entitled to such indemnification.
7. Insurance. The Company may purchase and maintain insurance on behalf
of a person who is or was a director, officer, employee, fiduciary, or agent of
the Company, or who, while a director, officer, employee, fiduciary, or agent of
the Company, is or was serving at the request of the Company as a director,
officer, partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or entity or of an employee benefit plan,
against liability asserted against or incurred by the person in that capacity or
arising from his status as a director, officer, employee, fiduciary, or agent,
whether or not the Company would have power to indemnify the person against the
same liability under the Act. Any such insurance may be procured from any
insurance company designated by the Board of Directors, whether such insurance
company is formed under the laws of this state or any other jurisdiction of the
United States or elsewhere, including any insurance company in which the Company
has an equity or any other interest through stock ownership or otherwise.
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8. Notice to Shareholders. If the Company indemnifies or advances
expenses to a director under this Article in connection with a proceeding by or
in the right of the Company, the Company shall give written notice of the
indemnification or advance to the shareholders with or before the notice of the
next shareholders' meeting. If the next shareholder action is taken without a
meeting at the instigation of the Board of Directors, such notice shall be given
to the shareholders at or before the time the first shareholder signs a writing
consenting to such action.
9. Selection of Counsel. Notwithstanding any other provision of this
Article, the Company may condition the right to indemnification of a director,
officer or employee on its right to select legal counsel representing such
director, officer or employee on the terms of this section 9.
The Company shall have the right to select counsel for any director, officer or
employee in any legal action that may give rise to indemnification under this
Article VI provided that: (a) the Company consults with the director, officer or
employee seeking indemnification with respect to the selection of competent
legal counsel; and (b) the Company pays all reasonable fees and costs incurred
by the attorney in defending the director, officer or employee (subject to the
Company's right to recover such fees and costs if it is determined at the
conclusion of the action, suit or proceeding that there is no right of
indemnification).
Notwithstanding any other provision of this Article, the Company shall not be
responsible for indemnification of any director, officer or employee who
declines to use counsel reasonably selected by the Company as provided in this
Section 9. Counsel shall be deemed to be reasonably selected by the Company if
such counsel is a competent attorney who can independently represent the
director, officer or employee consistent with the applicable ethical standards
of the Code of Professional Responsibility.
ARTICLE VII
Execution of Instruments; Loans; Checks and Endorsements;
Deposits; Proxies
1. Execution of Instruments. Except as otherwise provided by the Board
of Directors, the Chairman, the President, any Vice President, the Treasurer or
the Secretary shall have the power to execute and deliver on behalf of and in
the name of the Company any instrument requiring the signature of an officer of
the Company. Unless authorized to do so by these Bylaws or by the Board of
Directors, no assistant officer, agent or employee shall have any power or
authority to bind the Company in any way, to pledge its credit or to render it
liable pecuniarily for any purpose or in any amount.
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2. Borrowing. No loan shall be contracted on behalf of the Company, and
no evidence of indebtedness shall be issued, endorsed or accepted in its name,
unless authorized by the Board of Directors or a committee designated by the
Board of Directors so to act. Such authority may be general or confined to
specific instances. When so authorized, an officer may (a) effect loans at any
time for the Company from any bank or other entity and for such loans may
execute and deliver promissory notes or other evidences of indebtedness of the
Company; and (b) mortgage, pledge or otherwise encumber any real or personal
property, or any interest therein, owned or held by the Company as security for
the payment of any loans or obligations of the Company, and to that end may
execute and deliver for the Company such instruments as may be necessary or
proper in connection with such transaction.
3. Attestation. All signatures authorized by this Article may be
attested, when appropriate or required, by any officer of the Company except the
officer who signs on behalf of the Company.
4. Loans to Directors, Officers and Employees. The Company may lend
money to, guarantee the obligations of, and otherwise assist directors, officers
and employees of the Company, or directors of another corporation of which the
Company owns a majority of the voting stock, only upon compliance with the
requirements of the Act.
5. Checks and Endorsements. All checks, drafts or other orders for the
payment of money, obligations, notes or other evidences of indebtedness issued
in the name of the Company and other such instruments shall be signed or
endorsed for the Company by such officers or agents of the Company as shall from
time to time be determined by resolution of the Board of Directors, which
resolution may provide for the use of facsimile signatures.
6. Deposits. All funds of the Company not otherwise employed shall be
deposited from time to time to the Company's credit in such banks or other
depositories as shall from time to time be determined by resolution of the Board
of Directors, which resolution may specify the officers or agents of the Company
who shall have the power, and the manner in which such power shall be exercised,
to make such deposits and to endorse, assign and deliver for collection and
deposit checks, drafts and other orders for the payment of money payable to the
Company or its order.
7. Voting of Securities and Other Entities. Unless otherwise provided
by resolution of the Board of Directors, the Chairman, Chief Executive Officer,
or the President, or any officer designated in writing by any of them, is
authorized to attend in person, or may execute written instruments appointing a
proxy or proxies to represent the Company, at all meetings of any corporation,
partnership, limited liability company, association, joint venture, or other
entity in which the Company holds any securities or other interests and may
execute written waivers of notice with respect to any such meetings. At all such
meetings, any of the foregoing officers, in person or by proxy as aforesaid and
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subject to the instructions, if any, of the Board of Directors, may vote the
securities or interests so held by the Company, may execute any other
instruments with respect to such securities or interests, and may exercise any
and all rights and powers incident to the ownership of said securities or
interests. Any of the foregoing officers may execute one or more written
consents to action taken in lieu of a formal meeting of such corporation,
partnership, limited liability company, association, joint venture, or other
entity.
ARTICLE VIII
Shares of Stock
1. Certificates of Stock. The issuance or sale of shares of stock by
the Company shall be made only upon authorization by the Board of Directors.
Stock certificates shall be in a form designated by the Board of Directors which
complies with provisions of the Act. They shall be numbered in the order of
their issue and shall be signed by the President or the CEO and by the Secretary
or the Treasurer. Facsimile signatures may be used if the certificate is
countersigned by a transfer agent. A transfer agent may be an independent third
party, the Company itself, or an employee of the Company. The validity of any
certificate for shares, otherwise valid, shall not be affected in the event that
the delivery of such a certificate occurs after an officer or agent whose
signature appears therein is no longer an officer or agent. The stock record
books and the blank stock certificate books shall be kept by the Secretary or by
any other officer or agent designated by the Board of Directors for that
purpose. Notice of any restrictions on the transfer of stock shall be printed or
typed on each stock certificate issued by the Company.
2. Shares Without Certificates. The Board of Directors may authorize
the issuance of shares of the Company without certificates. Such authorization
shall not affect shares already represented by certificates until they are
surrendered to the Company. Within a reasonable time following the issue or
transfer of shares without certificates, the Company shall send the shareholder
a complete written statement of the information that would be required on
certificates by the Act.
3. Transfer of Stock. Subject to any transfer restrictions set forth or
referred to on the stock certificate or of which the Company otherwise has
notice, shares of the Company shall be transferable on the books of the Company
upon presentation to the Company or to the Company's transfer agent of a stock
certificate signed by, or accompanied by an executed assignment from, the holder
of record thereof, his duly authorized legal representative, or other
appropriate person as permitted by the Act. The Company may require that any
transfer of shares be accompanied by proper evidence reasonably satisfactory to
the Company or to the Company's transfer agent that such endorsement is genuine
and effective. Upon presentation of shares for transfer as provided above, the
payment of all taxes, if any, therefor, and the satisfaction of any other
requirement of law, including inquiry into and discharge of any adverse claims
of which the
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Company has notice, the Company shall issue a new certificate to the person
entitled thereto and cancel the old certificate. Every transfer of stock shall
be entered on the stock books of the Company to accurately reflect the record
ownership of each share. The Board of Directors also may make such additional
rules and regulations as it may deem expedient concerning the issue, transfer,
and registration of certificates for shares of the capital stock of the Company.
4. Restrictions on Transfer. The following provisions shall govern (1)
the transferability of all shares of the Class A Common Stock and (2) the
transferability of those shares of the Class B Common Stock (non-voting) which
were issued in transactions which were not registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Restricted Class B Shares"):
(a) The holder of any such share or shares of Class A Common
Stock desiring to sell such stock shall:
(i) First offer the shares to the Company and
the Company shall have the right and option
for a period of 90 days from the date such
tender is made to make such purchase.
(ii) Then offer such shares, or any remaining
shares, to William K. Coors and Joseph
Coors, or to the survivor of them if only
one of them is then living, and they shall
have the right and option for 30 days from
the date tender is made to them to make such
purchase. They or either of them may elect
to exercise the option in whole or in part
and in the absence of a contrary agreement
between themselves shall participate equally
in any such purchase.
(iii) The tenders above provided shall in each
case be of all and every one of the shares,
or of the remaining shares as the case may
be, which the offeror desires to sell and
the Company, and/or William K. Coors and
Joseph Coors, or the survivor of them if
only one of them is then living
(individually, "the offeree" and
collectively, "the offerees") shall
successively have the right to purchase all
or any of the shares tendered for purchase
to it, to him, or to them.
(iv) The price to be paid by the offeree or
offerees, if the option is exercised in
whole or in part, shall be in cash (unless
terms are otherwise agreed upon) and shall
be the price agreed upon by the offeree or
offerees and the offeror, or if there is no
such agreement, then the price shall be
equal to the market value of
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the Class B Common Stock (non-voting), i.e.,
the average of the high and low bid price
for the Class B Common Stock on the last
business day, prior to the date of such
tender, on which said Class B Common Stock
was traded.
(v) If any shares remain unsold after the
tenders provided for in subparagraphs (i)
and (ii) above, such remaining shares may,
subject to the provisions of subparagraph
(vi) below, be sold to third-parties free of
the restrictions on transfers set forth in
subparagraphs (i) through (iv) above.
(vi) If more than six months have elapsed after
the date the last said tender was made under
the provisions of subparagraph (ii) and such
tender was not accepted in whole or in part
before a sale to third parties could be
consummated under subparagraph (v), the
holder of the shares of Class A Common Stock
evidenced by the relevant stock certificate
must, before again attempting to sell all or
any part thereof, comply with the provisions
of subparagraphs (i) and (ii) above.
(b) Except as provided otherwise in these Bylaws, the sale of
any Restricted Class B Shares shall be made in accordance with the following
provisions:
(i) The holder of such shares shall offer the
shares to the Company, which shall have the
right and option for a period of ten days
from the date tender is made to make such
purchase.
(ii) The price to be paid by the Company, if the
option is exercised in whole or in part,
shall be in cash (unless terms are otherwise
agreed upon) and shall be the price agreed
upon by the Company and the offeror, or if
there is no such agreement, then the price
shall be the market value of the stock
(i.e., the average of the high and low bid
price for the stock) on the last business
day, prior to the date of such tender, on
which the stock was traded.
(iii) If any shares remain unsold after the time
provided for in subparagraph (i) above, such
remaining shares may, subject to the
registration requirements of applicable
securities laws or exemptions therefrom, and
subject to the provisions of subparagraph
(iv) below, be sold to third parties free of
the restrictions on transfers contained in
these Bylaws.
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(iv) If more than six months have elapsed after
the date the last said tender was made under
the provisions of subparagraph (i) and such
tender was not accepted in whole or in part
before a sale to third parties could be
consummated under subparagraph (iii), the
holder of such shares must, before again
attempting to sell all or any part thereof,
comply with the provisions of this section
of these Bylaws.
(c) The procedures set forth under subparagraph (b) above
shall not apply to a transfer by a shareholder when made by his Last Will and
Testament; or, in the case of intestacy, when a transfer is effected pursuant to
the laws of descent and distribution; or to an inter vivos gift made by such
shareholder; provided the recipients of said stock and all persons claiming by,
through or under them shall be and remain bound by the provisions of this
section of the Bylaws.
(d) The restrictions contained herein shall not apply to any
shares of Class B Common Stock which have been sold to the public. For the
purposes hereof, the term "sold to the public" shall mean the following:
(i) Any shares sold in transactions covered by
an effective registration statement under
the Securities Act of 1933, as amended; and
(ii) Any shares sold on the open market or
otherwise in transactions relying upon the
exemption from registration provided in
Section 4(1) of the Securities Act of 1933,
as amended, including sales made in
conformity with Rule 144 thereunder.
5. Preferred Stock. Shares of preferred stock shall be issued by the
Company only after filing the Statement of Designations described in paragraph
(d) of Article IV of the Company's Articles of Incorporation with the Colorado
Secretary of State and satisfying all other requirements of the Articles of
Incorporation and the Act with respect thereto.
6. Holders of Record. The Company shall be entitled to treat the holder
of record of any share 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 may be allowed by these Bylaws or required by
the laws of Colorado.
7. Shares Held for the Account of a Specified Person or Persons. The
Board of Directors, in the manner provided by the Act, may adopt a procedure
whereby a shareholder of the Company may certify in writing to the Company that
all or a portion of the shares
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registered in the name of such shareholder are held for the account of a
specified person or persons.
8. Lost, Destroyed and Mutilated Certificates. The holder of any stock
of the Company shall notify the Company of any loss, destruction, or mutilation
of the certificate therefor and the Secretary shall cause a new certificate or
certificates to be issued to him upon the surrender of the mutilated certificate
or, in case of loss or destruction of the certificate, upon satisfactory proof
of such loss or destruction and, in the discretion of the Secretary, the deposit
of a bond in such form and amount (not exceeding double the value of the stock
represented by such certificate) and with such surety or sureties as the
Secretary may require.
ARTICLE IX
Dividends and Other Distributions
Subject to the provisions of the Act, dividends and other distributions
may be declared by the Board of Directors in such form, frequency and amounts as
the condition of the affairs of the Company shall render advisable.
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ARTICLE X
Corporate Records
1. Permanent Records. The Company shall keep as permanent records
minutes of all meetings of its shareholders and Board of Directors, a record of
all actions taken by the shareholders or the Board of Directors without a
meeting, a record of all actions taken by a committee of the Board of Directors
in place of the Board of Directors on behalf of the Company, and a record of all
waivers of notices of meetings of shareholders and of the Board of Directors or
any committee of the Board of Directors.
2. Records at Principal Office. The Company shall comply with the
provisions of the Act regarding maintenance of records and shall keep the
following records at its principal office:
(a) its Articles of Incorporation;
(b) its Bylaws;
(c) the minutes of all shareholders' meetings, and records of
all action taken by shareholders without a meeting, for the past three years;
(d) all written communications within the past three years to
shareholders as a group or to the holders of any class or series of shares as a
group;
(e) a list of the names and business addresses of its current
directors and officers;
(f) a copy of its most recent corporate report delivered to
the Secretary of state pursuant to the Act; and
(g) all financial statements prepared for periods ending
during the last three years that a shareholder could have requested pursuant to
the Act.
3. Addresses of Shareholders. Each shareholder shall furnish to the
Secretary of the Company or the Company's transfer agent an address to which
notices from the Company, including notices of meetings, may be directed and if
any shareholder shall fail so to designate such an address, it shall be
sufficient for any such notice to be directed to such shareholder at such
shareholder's address last known to the Secretary or transfer agent.
4. Record of Shareholders. The Secretary shall maintain, or shall cause
to be maintained, a record of the names and addresses of the Company's
shareholders, in a form
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that permits preparation of a list of shareholders that is arranged by voting
group and, within each voting group, by class or series of shares, that is
alphabetical within each class or series, and that shows the address of, and the
number of shares of each class or series held by, each shareholder.
5. Inspection of Corporate Records. Shareholders shall have those
rights to receive by mail or to inspect and copy such Company records, pursuant
to such procedures, as provided in the Act.
6. Audits of Books and Accounts. The Company's books and accounts may
be audited at such times and by such auditors as shall be specified and
designated by resolution of the Board of Directors.
ARTICLE XI
Miscellaneous
1. Corporate Seal. The corporate seal shall be in the form approved by
resolution of the Board of Directors. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.
The impression of the seal may be made and attested by either the Secretary or
any Assistant Secretary for the authentication of contracts or other papers
requiring the seal.
2. Fiscal Year. The fiscal year of the Company shall be as established
by the Board of Directors.
3. Emergency Bylaws and Actions. Subject to repeal or change by action
of the shareholders, the Board of Directors may adopt emergency bylaws and
exercise other powers in accordance with and pursuant to the provisions of the
Act.
4. Amendments. The Board of Directors may amend, restate, or repeal the
Bylaws or adopt new Bylaws by the affirmative vote of the number of directors
constituting two-thirds of the full Board at any annual meeting of the Board or
any other meeting called for that purpose. The holder of the Class A Common
Stock by affirmative vote also may amend, restate, or repeal the Bylaws or adopt
new Bylaws at an annual shareholders meeting or a special meeting called, wholly
or in part, for such purpose. The power of the Board of Directors to amend or
repeal the Bylaws or to adopt new Bylaws may be limited by the Articles of
Incorporation; by adoption of an amendment to the Articles of Incorporation, or
by an amendment to the Bylaws adopted by the holder of the Class A Common Stock
which reserves such authority in whole or in part to said shareholder with
respect to a particular Bylaw.
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5. Gender. The masculine gender is used in these Bylaws as a matter of
convenience only and shall be interpreted to include the feminine gender as the
circumstances indicate.
6. Definitions. Terms not otherwise defined in these Bylaws shall have
the meanings set forth in the Act.
7. Conflicts. In the event of any irreconcilable conflict between these
Bylaws and either the Articles of Incorporation or the Act, the Articles of
Incorporation shall control; provided that, if there is any irreconcilable
conflict between the Articles of Incorporation and the Act, then the Act shall
control.
The foregoing Bylaws of Adolph Coors Company, consisting of 28 pages,
was amended and restated as of May 11, 2000 by the Board of Directors.
/s/ M. CAROLINE TURNER
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Secretary
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