BYLAWS
OF
ADOLPH COORS COMPANY
(A Colorado Corporation)
Amended and Restated as of May 11, 2000
BYLAWS
OF
ADOLPH COORS COMPANY
TABLE OF CONTENTS
Page
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 4
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 10
9. Organization and Procedure 10
10. Resignation 10
11. Removal 10
12. Vacancies 11
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 14
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
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 21
ARTICLE VIII - Shares of Stock 21
1. Certificates of Stock 21
2. Shares Without Certificates 21
3. Transfer of Stock 22
4. Restrictions on Transfer 22
5. Preferred Stock 25
6. Holders of Record 25
7. Shares Held for the Account of a Specified Person or Persons 25
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 27
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
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 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.
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 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.
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.
(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 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.
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.
(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 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 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;
(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.
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 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.
(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.
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.
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.
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.
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.
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 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 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 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.
(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 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.
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 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.
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, amended
and restated as of May 11, 2000, were approved and adopted by the Board of
Directors on this 11th day of May 2000.
By /s/ M. Caroline Turner
Vice President and Secretary
