<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No.______)*
H.J. Heinz Company
(Name of Issuer)
Common Stock, $.25 par value
(Title of Class of Securities)
423074-10-3
(CUSIP Number)
Carolyn D. Duronio
Reed Smith Shaw & McClay
435 Sixth Avenue, Pittsburgh, PA 15219 (Phone: 412-288-4106)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 25, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X] . (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the
class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 11 Pages
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CUSIP No. 423074-10-3 13D Page 2 of 11 Pages
1: NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Howard Heinz Endowment
2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3: SEC USE ONLY
4: SOURCE OF FUNDS*
N/A
5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
6: CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
7: SOLE VOTING POWER
15,299,092
8: SHARED VOTING POWER
-0-
9: SOLE DISPOSITIVE POWER
15,299,092
10: SHARED DISPOSITIVE POWER
-0-
11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,299,092
12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14: TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, par value $.25 per
share, of H. J. Heinz Company (the "Issuer"), P.O. Box 57, Pittsburgh,
Pennsylvania 15230 (hereinafter referred to as the "Common Stock").
Item 2. Identity and Background.
This statement is being filed by Howard Heinz Endowment, a
Pennsylvania nonprofit corporation (the "Corporation"). The Corporation is a
charitable grant-making private foundation. The Corporation was formed in
connection with the restructuring of the Howard Heinz Endowment, a charitable
trust, into corporate form. The business address of the Corporation is 3200
CNG Tower, Pittsburgh, Pennsylvania 15222.
The name, residence or business address and principal occupation or
employment of each director and executive officer of the Corporation and the
principal business and address of any corporation or other organization in
which such employment is conducted are set forth below:
Teresa Heinz (philanthropist)
Chairperson and
Chief Executive
Officer of the Corporation
3200 CNG Tower
Pittsburgh, Pennsylvania 15222
H. John Heinz IV (self-employed)
7 Hulbert Avenue
Nantucket, Massachusetts 02554
Drue Heinz (community affairs)
Oliver Building
Suite 606
535 Smithfield Street
Pittsburgh, Pennsylvania 15222
Howard M. Love (retired)
1440 Bennington Avenue
Pittsburgh, Pennsylvania 15217
Joseph Oliver (retired)
780 Thirteenth Avenue, South
Naples, Florida 33940
Page 3 of 11 Pages
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*William B. Ouzts
Vice President
Mellon Bank, N.A.
Three Mellon Bank Center
Room 4000
Pittsburgh, Pennsylvania 15259-0001
(domestic and international
commercial banking)
William H. Rea (retired)
Stoney Lonesome Farm, R.D. #1
Stahlstown, Pennsylvania 15687
William W. Scranton (retired; director of
several corporations)
c/o PNC Bank
201 Penn Avenue, 4th Floor
Scranton, Pennsylvania 18503
Frank Tugwell
Executive Director of the Corporation
30 CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222
*This director is appointed by Mellon Bank, N.A.
Each of the foregoing persons is a citizen of the United States.
Neither the Corporation nor any of the foregoing directors and executive
officers has during the last five years (1) been convicted in a criminal
proceeding or (2) been a party to a civil or administrative proceeding
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Corporation is the beneficial owner of 15,299,092 shares of
Common Stock (6.1% of the outstanding Common Stock). Such shares were
transferred to the Corporation in connection with the conversion of the Howard
Heinz Endowment from a trust to a nonprofit corporation and no consideration
was paid for them.
The shares referred to in Item 5 that are held by directors and
executive officers of the Corporation in a fiduciary capacity were given to
the various trusts, estates or nonprofit corporations and no consideration was
paid for them. The shares referred to in Item 5 that are held by directors
and executive officers of the Corporation were either given to such
individuals or were acquired with personal funds.
Page 4 of 11 Pages
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Item 4. Purpose of Transaction.
The shares of Common Stock held by the Corporation are held for
investment, although it is anticipated that the Corporation will sell shares
of Common Stock from time to time in order to diversify its investments and in
order to comply with applicable tax laws. While the Corporation has no other
present plans or proposals which relate to or would result in the acquisition
or disposition by any person of a material amount of securities of the Issuer,
the investments in the Issuer by the Corporation will be periodically reviewed
and at any time the amount of such investments may be increased or decreased.
The shares of Common Stock beneficially owned by the Corporation's directors
and executive officers in the estate, trusts and nonprofit corporations
referred to in Item 5 below are held for investment, although it is
anticipated that the estate, trusts and nonprofit corporations will sell
shares of Common Stock from time to time in order to diversify their
investments and that certain charitable trusts and nonprofit corporations will
sell shares of Common Stock from time to time in order to comply with
applicable tax laws. While the directors and executive officers have no
other present plans or proposals which relate to or would result in the
acquisition or disposition by any person of a material amount of securities of
the Issuer, the investments in the Issuer by such estate, trusts and nonprofit
corporations will be periodically reviewed and at any time the amount of such
investments may be increased or decreased.
Neither the Corporation nor any of its directors or executive
officers has at the present time any plans or proposals which relate to or
would result in:
(1) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(2) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(3) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(4) Any change in the present Board of Directors or management of
the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board;
(5) Any material change in the present capitalization or dividend
policy of the Issuer;
Page 5 of 11 Pages
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(6) Any other material change in the Issuer's business or corporate
structure;
(7) Changes in the Issuer's articles of incorporation, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(8) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted
in an interdealer quotation system of a registered national securities
association.
(9) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(10) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The Corporation has sole voting and investment power over 15,299,092
shares of Common Stock (6.0% of the outstanding Common Stock). The bylaws of
the Corporation provide that the Common Stock owned by the Corporation shall
be voted by the Chairperson and Chief Executive Officer of the Corporation,
unless the board of directors confers authority to vote such Common Stock
upon some other person. The board of directors has not conferred such
authority on any other person.
On January 25, 1994 Howard Heinz Endowment, a charitable trust,
transferred 15,299,092 shares of Common Stock to the Corporation (the
"Transfer"). The Transfer was made for no consideration in connection with
restructuring the trust in corporate form. Except for the Transfer, the
Corporation has not effected any transactions in the Common Stock during the
past sixty days.
The beneficial ownership of shares of Common Stock by the directors
and executive officers of the Corporation is set forth below:
(1) In addition to having voting power over shares of Common Stock
owned by the Corporation, Mrs. Teresa Heinz has shared voting power and shared
investment power with respect to 365,137 shares of Common Stock as co-executor
of the estate of H. John Heinz III (0.1% of the outstanding Common Stock); has
shared voting power and shared investment power with respect to 17,026,300
shares of Common Stock that are held by thirteen trusts (6.7% of the
outstanding Common Stock); and has sole voting power with respect to 735,922
shares of Common Stock (0.3% of the
Page 6 of 11 Pages
<PAGE>
outstanding Common Stock) that are held by a nonprofit corporation.
(2) Mr. H.J. Heinz IV has shared voting and investment power over
2,200 shares of Common Stock (less than 0.1% of the outstanding Common Stock)
held in a trust.
(3) Mrs. Drue Heinz has sole voting power and sole investment power
with respect to 465,188 shares of Common Stock (0.2% of the outstanding Common
Stock) held in her own name, sole voting power and shared investment power
over 1,553,000 shares of Common Stock (0.6% of the outstanding Common Stock)
held by two trusts, and shared voting power and shared investment power over
587,012 shares of Common Stock (0.2% of the outstanding Common Stock) held by
three other trusts.
(4) Mr. Rea has shared voting and shared investment power over
8,104,474 shares of Common Stock (3.2% of the outstanding Common Stock) that
are held in two trusts. One trust holds 537,014 shares over which Mrs. Drue
Heinz has shared voting and shared investment power and which are included in
the 587,012 shares referred to above. The other trust holds 7,567,460 shares
and is one of the trusts referred to in Paragraph 1.
(5) Mr. Scranton has sole voting power and sole investment power with
respect to 8,000 shares of Common Stock (less than 0.1% of the outstanding
Common Stock) held in his own name.
(6) Mr. Ouzts has sole voting power and sole investment power over
2,200 shares of Common Stock.
(7) Neither Mr. Oliver nor Mr. Love is the beneficial holder of any
shares of Common Stock.
(8) As of January 12, 1994, Mellon Bank Corporation and its
subsidiaries (one of which, Mellon Bank, N.A., has appointed Mr. Ouzts as a
director of the Corporation) had sole voting power over 2,515,000 shares of
Common Stock; shared voting power over 53,073,000 shares of Common Stock; sole
investment power over 2,539,000 shares of Common Stock and shared investment
power over 54,641,00 shares of Common Stock. (The shares owned by the Howard
Heinz Endowment, a Pennsylvania charitable trust of which Mellon Bank, N.A.
was, prior to the Transfer, a trustee, are included in the foregoing numbers.)
The co-fiduciaries referred to in paragraph (1) are Julie Finley, A.
Lawrence Groo, Andre T. Heinz, Christopher D. Heinz, Marc E. Leland, Singer
Rankin, William H. Rea, John T. Ryan, Dolores Senanis, Linda K. Smith, James
M. Walton, S. Donald Wiley, Wren Wirth and Mellon Bank, N.A. The
co-fiduciaries referred to in paragraph (2) are Dolores Senanis and Mellon
Bank, N.A. The co-fiduciaries referred to in paragraph (3) are J.F.
Page 7 of 11 Pages
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Dolan, William H. Rea, W.P. Snyder III, H.A. Thompson II, S. Donald Wiley and
Mellon Bank, N.A. The co-fiduciaries referred to in paragraph (4) are J.F.
Dolan, Drue Heinz, Teresa Heinz, Andre T. Heinz, John T. Ryan, James M.
Walton, S. Donald Wiley and Mellon Bank, N.A. Information with respect to
these co-fiduciaries not otherwise listed in Item 2 above is set forth below:
J.F. Dolan (lawyer, partner)
Davis, Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Julie H. Finley (housewife)
3221 Woodland Drive
Washington, D.C. 20008
A. Lawrence Groo (investments)
A. Lawrence Groo & Company, Inc.
540 Madison Avenue
New York, New York 10022
Andre T. Heinz (design consultant)
William McDonaugh Architects
1950 Squaw Run Road
Pittsburgh, Pennsylvania 15238
Christopher D. Heinz (student)
1950 Squaw Run Road
Pittsburgh, Pennsylvania 15238
Marc E. Leland
President
Marc E. Leland & Associates
(investment and advisory services)
Potomac Tower, Suite 1750
1001 19th Street North
Arlington, Virginia 22209
Singer Rankin (writer)
Route 9, Box 70A
Santa Fe, New Mexico 87505
John T. Ryan (Retired Chairman of the Board)
Mine Safety Appliance Co.
(manufacturer of safety equipment)
121 Gamma Drive
Pittsburgh, Pennsylvania 15230
Dolores Senanis
(administrative assistant to Teresa Heinz)
122 C Street, Room 650
Washington, D.C. 20001
Page 8 of 11 Pages
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Linda K. Smith, Esq. (lawyer)
Crowell & Moring
(law firm)
1001 Pennsylvania Avenue, NW
Washington, D.C. 20004
W.P. Snyder III (private investor)
The Wilpen Group
3720 One Oliver Plaza
37th Floor
6th Avenue & Wood Street
Pittsburgh, Pennsylvania 15222
H.A. Thompson II
(administrative assistant to Drue Heinz)
Oliver Building
Suite 606
535 Smithfield Street
Pittsburgh, Pennsylvania 15222
James M. Walton (investments)
Room 3902
525 William Penn Place
Pittsburgh, Pennsylvania 15219
S. Donald Wiley (lawyer, director of the Issuer,
retired Senior Vice President, General
Counsel and Secretary of the Issuer)
H.J. Heinz Company
(multinational food processing company)
P.O. Box 57
Pittsburgh, Pennsylvania 15230
Wren Wirth (president)
Winston Foundation
3215 35th Street, N.W.
Washington, D.C. 20016
Mellon Bank, N.A., a national banking
association
(domestic and international commercial banking,
retail banking and trust services)
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Except for the Transfer, none of the directors or executive officers
of the Corporation has effected any transaction in shares of Common Stock
during the sixty day period preceding the date of this Statement.
No person has the right to receive dividends or proceeds from 5% or
more of the outstanding Common Stock owned by
Page 9 of 11 Pages
<PAGE>
the Corporation. No person has the power to direct the receipt of dividends
on, or the proceeds from the sale of, the Common Stock held by the
Corporation.
The shares of Common Stock held by the directors and executive
officers are held by them for the benefit of beneficiaries of the estate,
trusts or nonprofit corporations referred to in Item 5 above which persons in
some cases, have the right to receive dividends on, or the proceeds from the
disposition of, the Common Stock so held. No person has the right to receive
dividends or proceeds from 5% or more of the outstanding Common Stock held by
such directors and executive officers.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The bylaws of the Corporation provide that the Common Stock owned by
the Corporation shall be voted by the Chairperson and Chief Executive Officer
of the Corporation, unless the board of directors confers authority to vote
such Common Stock upon some other person. The board of directors of the
Corporation has not conferred such authority on any other person.
The bylaws of the nonprofit corporation referred to in Paragraph (1)
of Item 5 contain the same provision.
There are no other contracts, arrangements, understandings or
relationships (legal or otherwise) between or among the Corporation, its
directors and executive officers and any other person with respect to any
securities of the Issuer, including but not limited to, transfer or voting of
any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies. None of the shares of Common
Stock reported herein as beneficially owned by the Corporation or beneficially
owned by its directors and executive officers are pledged or otherwise subject
to a contingency the occurrence of which would give another person voting or
investment power over such securities.
Item 7. Material to be Filed as Exhibits.
7.1 Bylaws of the Corporation
7.2 Bylaws of the Heinz Family Foundation.
Page 10 of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned hereby certifies that the information set forth in this
Statement is true, complete and correct.
HOWARD HEINZ ENDOWMENT
By Teresa Heinz
---------------------------
Name: Teresa Heinz
Title: Chairperson and Chief
Date: January 25, 1994 Executive Officer
Page 11 of 11 Pages
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Exhibit 7.1
BYLAWS
of
HOWARD HEINZ ENDOWMENT
(a Pennsylvania nonprofit corporation)
Adopted May 17, 1993
<PAGE>
Index to Bylaws
Section Page
------- ----
ARTICLE I
NAME AND PURPOSE
----------------
1.01 Name.......................................... 1
1.02 Purpose....................................... 1
1.03 Private Foundation Restrictions............... 2
ARTICLE II
DIRECTORS
---------
2.01 Number, Election and Term of Office........... 2
2.02 Regular Meetings; Notice...................... 2
2.03 Annual Meeting of the Board................... 3
2.04 Special Meetings; Notice...................... 3
2.05 Organization.................................. 3
2.06 Meetings by Telephone......................... 4
2.07 Presumption of Assent......................... 4
2.08 Catastrophe................................... 4
2.09 Resignations.................................. 4
2.10 Removal....................................... 4
2.11 Committees.................................... 4
2.12 Vacancies..................................... 5
2.13 Personal Liability of Directors............... 5
2.14 Compensation of Directors..................... 5
ARTICLE III
OFFICERS AND EMPLOYEES
----------------------
3.01 Executive Officers............................ 6
3.02 Additional Officers; Other Agents and
Employees................................... 6
3.03 The Chairperson and Chief Executive Officer... 6
3.04 Executive Vice President/Executive Director... 6
3.05 Other Vice Presidents......................... 7
3.06 The Secretary and Assistant Secretaries....... 7
3.07 The Treasurer and Assistant Treasurers........ 7
3.08 Vacancies..................................... 8
3.09 Delegation of Duties.......................... 8
ARTICLE IV
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
--------------------------------------------------
4.01 Execution of Notes, Checks, Contracts
and Other Instruments....................... 8
4.02 Voting Securities Owned by Corporation........ 8
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Section Page
------- ----
ARTICLE V
GENERAL PROVISIONS
------------------
5.01 Offices....................................... 9
5.02 Corporate Seal................................ 9
5.03 Fiscal Year................................... 9
5.04 Annual Report................................. 9
5.05 Gender........................................ 9
ARTICLE VI
AMENDMENTS
----------
6.01 Amendments.................................... 9
-ii-
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HOWARD HEINZ ENDOWMENT
Bylaws
------
ARTICLE I
NAME AND PURPOSE
----------------
Section 1.01. Name. The name of the Corporation is
Howard Heinz Endowment (hereinafter referred to as the
"Corporation"), incorporated under the Pennsylvania Nonprofit
Corporation Law of 1988 on May 17, 1993.
Section 1.02. Purpose. The Corporation was incorporated
exclusively for religious, charitable, scientific, literary and
educational purposes, and the prevention of cruelty to children
and animals, all within the meaning of Section 501(c)(3) of the
Internal Revenue Code of 1986, as the same may be amended or
modified or replaced by any future United States internal revenue
law (the "Code"). Distributions from the Corporation shall be
limited (a) to organizations described in Section 501(c)(3) of the
Code which have operations within the Commonwealth of Pennsylvania
or (b) for purposes described in Section 501(c)(3) of the Code
which promote the interests of residents of the Commonwealth of
Pennsylvania. The Corporation shall make annual distributions of
at least $35,000 to the Sarah Heinz House Association, a
Pennsylvania nonprofit corporation, provided that at the time of
any such distribution the Sarah Heinz House Association shall be
an organization described in Section 501(c)(3) of the Code.
Section 1.03. Private Foundation Restrictions.
Notwithstanding any other provision of these Bylaws, the
Corporation shall be prohibited from engaging in any act of self-
dealing (as defined in Section 4941(d) of the Code); from
retaining any excess business holdings (as defined in
Section 4943(c) of the Code); from making any investments in such
manner as to subject the Corporation to tax under Section 4944 of
the Code; and from making any taxable expenditures (as defined in
Section 4945(d) of the Code), to the extent any action therewith
would subject the Corporation to tax under one or more of the
cited sections of the Code. To the extent required, the
Corporation shall make qualifying distributions at such time and
in such manner as not to subject the Corporation to tax under
Section 4942 of the Code.
ARTICLE II
DIRECTORS
---------
Section 2.01. Number, Election and Term of Office. The
number of Directors which shall constitute the full Board of
Directors shall be as fixed from time to time by the Board of
Directors but shall not be less than six nor more than
twenty-five. The Board shall be divided into two classes:
Permanent Directors and Term Directors. The number of Directors
<PAGE>
in each class shall be determined by the Permanent Directors,
limited as set forth below.
Permanent Directors shall be elected by the then serving
Permanent Directors; provided, however, that as long as Teresa
Heinz shall hold the office of Chairperson and Chief Executive
Officer, the Chairperson and Chief Executive Officer, in
consultation with the other Permanent Directors, shall appoint the
Permanent Directors. Each Permanent Director shall have the right
to serve from the time of election for the remainder of his life
or until his earlier resignation or incapacity. The initial
Permanent Directors shall be Teresa Heinz, Drue Heinz, Joseph W.
Oliver, William Rea, William W. Scranton, and H. John Heinz IV.
Upon the death, resignation, or incapacity of a Permanent
Director, or an increase in the number of Permanent Directors,
only lineal descendants (whether by birth or adoption) and spouses
of such descendants of Howard Heinz, the original donor of the
predecessor Trust of the Corporation, may be elected as Permanent
Directors. For purposes of these bylaws, an individual shall no
longer be deemed to be the spouse of a lineal descendant of Howard
Heinz upon a final decree of divorce by a court of competent
jurisdiction, and any such divorced spouse shall be deemed to have
surrendered his position as a Permanent Director by reason of
incapacity.
The Term Directors shall be elected (and may be removed)
by the Permanent Directors; provided, however, that as long as
Teresa Heinz shall hold the office of Chairperson and Chief
Executive Officer, the Chairperson and Chief Executive Officer, in
consultation with the other Permanent Directors, shall appoint
(and may remove) the Term Directors. The Term Directors shall be
elected for a term of three years and may be re-elected for
unlimited additional terms of three years. There shall always be
at least one Term Director who is representative of and designated
by Mellon Bank, N.A., or its successor. The initial Term
Directors shall be Howard M. Love and William B. Ouzts, as
representative of Mellon Bank, N.A. Each Term Director shall hold
office from the time of his appointment, but shall be responsible
as a Director from such time only if he consents to his
appointment; otherwise from the time he accepts office or attends
his first meeting of the Board. Each Term Director shall serve
until his successor is duly appointed, or until his earlier death,
resignation or removal. The duties and responsibilities of the
Term Directors shall be same as the duties and responsibilities of
the Permanent Directors, except as limited herein.
Section 2.02. Regular Meetings; Notice. Regular
meetings of the Board of Directors shall be held at such time and
place as shall be designated by the Directors from time to time.
Notice of such regular meetings shall not be required, except as
otherwise expressly required herein or by law, and except that
whenever the time or place of regular meetings shall be initially
fixed and then changed, notice of such action shall be given
-2-
<PAGE>
promptly by telephone or otherwise to each Director not
participating in such action. Any business may be transacted at
any regular meeting of the Directors.
Section 2.03. Annual Meeting of the Board. A regular
meeting of the Board of Directors shall be held at such date, time
and place as may be fixed by the Board of Directors. Such regular
meeting shall be the annual organization meeting at which the
Board shall discuss the succeeding year's goals and may transact
any other related business.
Section 2.04. Special Meetings; Notice. Special
meetings of the Board of Directors, may be called at any time by
the Chairperson and Chief Executive Officer, to be held at such
place and day and hour as shall be specified by the Chairperson
and Chief Executive Officer. Notice of every special meeting of
the Board of Directors shall be given by the Secretary to each
Director at least two days before the meeting. Any business may
be transacted at any special meeting regardless of whether the
notice calling such meeting contains a reference thereto, except
as otherwise required by law.
Section 2.05. Organization. At all meetings of the
Board of Directors, the presence of at least a majority of the
Directors in office shall be necessary and sufficient to
constitute a quorum for the transaction of business; provided,
however, that if the number of Term Directors exceeds the number
of Permanent Directors, the presence of at least a majority of
each class of the Directors in office shall be necessary and
sufficient to constitute a quorum for the transaction of business.
If a quorum is not present at any meeting, the meeting may be
adjourned from time to time by a majority of the Directors present
until a quorum as aforesaid shall be present, but notice of the
time and place to which such meeting is adjourned shall be given
to any Directors not present either by being sent by telegraph or
given personally or by telephone at least eight hours prior to the
hour of reconvening. Resolutions of the Board shall be adopted,
and any action of the Board upon any matter shall be valid and
effective, with the affirmative vote of a majority of the
Directors present at a meeting duly convened and at which a quorum
is present; provided, however, that if the number of Term
Directors exceeds the number of Permanent Directors, the
affirmative vote of a majority of each class of Directors present
at a meeting duly convened and at which a quorum is present shall
be necessary. The Chairperson and Chief Executive Officer, if
present, or if not, a Director designated by the Board, shall
preside at each meeting of the Board. The Secretary, or in his
absence any Assistant Secretary, shall take the minutes at all
meetings of the Board of Directors. In the absence of the
Secretary and an Assistant Secretary, the presiding officer shall
designate a person to take the minutes of the meeting.
-3-
<PAGE>
Section 2.06. Meetings by Telephone. One or more
Directors may participate in any regular or special meeting of the
Board of Directors or of a committee of the Board of Directors by
means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can
hear each other. Participation in a meeting in this manner by a
Director shall be considered to be attendance in person for all
purposes under these Bylaws.
Section 2.07. Presumption of Assent. Minutes of each
meeting of the Board shall be made available to each Director at
or before the next succeeding meeting. Each Director shall be
presumed to have assented to such minutes unless his objection
thereto shall be made to the Secretary at or within two days after
such succeeding meeting.
Section 2.08. Catastrophe. Notwithstanding any other
provisions of the Pennsylvania Nonprofit Corporation Law of 1988,
the Articles or these Bylaws, if any emergency resulting from
warlike damage or an attack on the United States or any nuclear or
atomic disaster, or any other national or local disaster, causes a
majority of the Board to be incapable of acting as such because of
death or other physical disability or difficulties of
communication or transportation, the other Director or Directors
shall constitute a quorum for the sole purpose of electing
Directors to replace the Directors so incapable of acting. The
Directors so elected shall serve until such replaced Directors are
able to attend meetings of the Board or until the Board acts to
elect Directors for such purpose. Questions as to the existence
of such an emergency or disaster or as to the fact of such
incapacity shall be conclusively determined by such other Director
or Directors.
Section 2.09. Resignations. Any Director may resign by
submitting his resignation to the Secretary. Such resignation
shall become effective upon its receipt by the Secretary or as
otherwise specified therein.
Section 2.10. Removal. The Permanent Directors may
remove any Term Director who, in their sole and absolute
discretion, is not adequately performing his duties as a Term
Director; provided, however, that as long as Teresa Heinz shall
hold the office of Chairperson and Chief Executive Officer, the
Chairperson and Chief Executive Officer, in consultation with the
Permanent Directors, may remove any Term Director who, in her
discretion, is not adequately performing his duties as a Term
Director.
Section 2.11. Committees. Standing or temporary
committees, which may include an Executive Committee, consisting
of at least two Directors, may be appointed by the Directors from
time to time. Each such committee shall have and may exercise
such authority of the Board of Directors in the management of the
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<PAGE>
business and affairs of the Corporation as the Directors may
specify from time to time, which may include any action which the
Pennsylvania Nonprofit Corporation Law of 1988 provides shall or
may be taken by the Board of Directors. The Directors may
designate one or more Directors as alternate members of any
committee to replace any absent or disqualified member at any
meeting of the committee, and in the event of such absence or
disqualification, the member or members of such committee present
at any meeting and not disqualified from voting, whether or not
such member or members constitute a quorum, may unanimously
appoint another Director to act at the meeting in the place of any
such absent or disqualified member. Any action taken by any
committee shall be subject to alteration or revocation by the
Board of Directors; provided, however, that third parties shall
not be prejudiced by such alteration or revocation.
Section 2.12. Vacancies. Any vacancy that shall occur
in the Board of Directors by reason of death, resignation,
removal, increase in the number of Directors or any other cause
whatever shall be filled in the manner provided for in Section
2.01 hereof with respect to the election or appointment of
Directors, and each person so elected or appointed shall be a
Director until he or his successor is appointed or until his prior
death, resignation or removal.
Section 2.13. Personal Liability of Directors.
(a) Elimination of Liability. To the fullest extent
that the laws of the Commonwealth of Pennsylvania, as now in
effect or as hereafter amended, permit elimination or limitation
of the liability of directors, no Director of the Corporation
shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a Director.
(b) Nature and Extent of Rights. The provisions of
this Section shall be deemed to be a contract with each Director
of the Corporation who serves as such at any time while this
Section is in effect and each such Director shall be deemed to be
so serving in reliance on the provisions of this Section. Any
amendment or repeal of this Section or adoption of any Bylaw or
provision of the Articles of the Corporation which has the effect
of increasing director liability shall operate prospectively only
and shall not affect any action taken, or any failure to act,
prior to the adoption of such amendment, repeal, Bylaw or
provision.
Section 2.14. Compensation of Directors. The
Corporation shall be authorized and empowered to pay the Directors
reasonable compensation for services rendered to the Corporation,
provided such payments do not result in the Corporation's failure
to be described in section 501(c)(3) of the Code or in the
imposition of excise taxes under Chapter 42 of the Code.
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<PAGE>
ARTICLE III
OFFICERS AND EMPLOYEES
----------------------
Section 3.01. Executive Officers. The Executive
Officers of the Corporation shall be the Chairperson and Chief
Executive Officer, the Executive Vice President/Executive
Director, the Secretary, and the Treasurer, and may include one or
more other Vice Presidents as the Board may from time to time
determine, all of whom shall be elected by the Board of Directors
as provided below. Any two or more offices may be held by the
same person.
Section 3.02. Additional Officers; Other Agents and
Employees. The Board of Directors may from time to time appoint
or employ such additional officers, assistant officers, agents,
employees and independent contractors as the Board deems
advisable; and the Board or the Chairperson and Chief Executive
Officer shall prescribe their duties, conditions of employment and
compensation and dismiss them at any time without prejudice to
their contract rights, if any. The Chairperson and Chief
Executive Officer may employ from time to time such other agents,
employees and independent contractors as he may deem advisable for
the prompt and orderly transaction of the business of the
Corporation, and he may prescribe their duties and the conditions
of their employment, fix their compensation and dismiss them at
any time, without prejudice to their contract rights, if any.
Section 3.03. The Chairperson and Chief Executive
Officer. The Chairperson and Chief Executive Officer shall be
elected from among Permanent Directors by the Permanent Directors;
provided, however, that only lineal descendants (whether by birth
or adoption) and spouses of such descendants of Howard Heinz, the
original donor of the predecessor Trust of the Corporation, may be
elected as Chairperson and Chief Executive Officer. The
Chairperson and Chief Executive Officer shall preside at all
meetings of the Board as provided herein. The Chairperson and
Chief Executive Officer shall have general supervision of and
general management and executive powers over all the property,
operations, business, affairs and employees of the Corporation,
and shall see that the policies and programs adopted or approved
by the Board are carried out. The Chairperson and Chief Executive
Officer shall exercise such further powers and duties as from time
to time may be prescribed in these Bylaws or by the Board of
Directors.
Section 3.04. The Executive Vice President/Executive
Director. The Executive Vice President/Executive Director shall
have general executive powers, subject to the control of the
Chairperson and Chief Executive Officer. The Executive Vice
President/Executive Director shall exercise such further powers
and duties as from time to time may be prescribed in these Bylaws
or by the Board of Directors or the Chairperson and Chief
Executive Officer. At the request of the Chairperson and Chief
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<PAGE>
Executive Officer, or in his absence or disability, the Executive
Vice President/Executive Director shall exercise the powers and
duties of the Chairperson and Chief Executive Officer.
Section 3.05. Other Vice Presidents. The Vice
Presidents may be given by resolution of the Board general
executive powers, subject to the control of the Executive Vice
President/Executive Director, concerning one or more or all
segments of the operations of the Corporation. The Vice
Presidents shall exercise such further powers and duties as from
time to time may be prescribed in these Bylaws or by the Board of
Directors or the Executive Vice President/Executive Director.
Section 3.06. The Secretary and Assistant Secretaries.
It shall be the duty of the Secretary (a) to keep an original or
duplicate record of the proceedings of the Board of Directors, and
a copy of the Articles and of the Bylaws; (b) to give such notices
as may be required by law or these Bylaws; (c) to be custodian of
the corporate records and of the seal of the Corporation and see
that the seal is affixed to such documents as may be necessary or
advisable; and (d) to exercise all powers and duties incident to
the office of Secretary; and such further powers and duties as
from time to time may be prescribed in these Bylaws or by the
Board of Directors or the Chairperson and Chief Executive Officer.
The Secretary by virtue of his office shall be an Assistant
Treasurer. Each officer of the Corporation by virtue of his
office shall be an Assistant Secretary. The Assistant Secretaries
shall assist the Secretary in the performance of his duties and
shall also exercise such further powers and duties as from time to
time may be prescribed by the Board of Directors, the Chairperson
and Chief Executive Officer, the Executive Vice President/
Executive Director or the Secretary. At the direction of the
Secretary or in his absence or disability, an Assistant Secretary
shall exercise the powers and duties of the Secretary.
Section 3.07. The Treasurer and Assistant Treasurers.
It shall be the duty of the Treasurer (a) to keep the
Corporation's contracts, insurance policies, leases, deeds and
other business records; (b) to see that the Corporation's lists,
books, reports, statements, tax returns, certificates and other
documents and records required by law are properly prepared, kept
and filed; (c) to be the principal officer in charge of tax and
financial matters, budgeting and accounting of the Corporation;
(d) to have charge and custody of and be responsible for the
Corporation's funds, securities and investments; (e) to receive
and give receipts for checks, notes, obligations, funds and
securities of the Corporation, and deposit monies and other
valuable effects in the name and to the credit of the Corporation,
in such depositories as shall be designated by the Board of
Directors; (f) to cause the funds of the Corporation to be
disbursed by payment in cash or by checks or drafts upon the
authorized depositories of the Corporation, and to cause to be
taken and preserved proper vouchers for such disbursements; (g) to
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<PAGE>
render to the Chairperson and Chief Executive Officer and the
Board of Directors whenever they may require it an account of all
his transactions as Treasurer, and reports as to the financial
position and operations of the Corporation; (h) to keep
appropriate, complete and accurate books and records of account of
all the Corporation's business and transactions; and (i) to
exercise all powers and duties incident to the office of
Treasurer; and such further duties from time to time as may be
prescribed in these Bylaws or by the Board of Directors, the
Chairperson and Chief Executive Officer or the Executive Vice
President/Executive Director. The Assistant Treasurers shall
assist the Treasurer in the performance of his duties and shall
also exercise such further powers and duties as from time to time
may be prescribed by the Board of Directors, the Chairperson and
Chief Executive Officer, the Executive Vice President/Executive
Director, or the Treasurer. At the direction of the Treasurer or
in his absence or disability, an Assistant Treasurer shall
exercise the powers and duties of the Treasurer.
Section 3.08. Vacancies. Any vacancy in any office or
position by reason of death, resignation, removal,
disqualification, disability or other cause shall be filled in the
manner provided in this Article III for regular election or
appointment to such office.
Section 3.09. Delegation of Duties. The Board of
Directors may in its discretion delegate for the time being the
powers and duties, or any of them, of any officer to any other
person whom it may select.
ARTICLE IV
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
--------------------------------------------------
Section 4.01. Execution of Notes, Checks, Contracts and
Other Instruments. All notes, bonds, drafts, acceptances, checks,
endorsements (other than for deposit), guarantees and all
evidences of indebtedness of the Corporation whatsoever, and all
deeds, mortgages, contracts and other instruments requiring
execution by the Corporation, may be signed by the Chairperson and
Chief Executive Officer, the Executive Vice President/Executive
Director, any Vice President or the Treasurer, and authority to
sign any of the foregoing, which may be general or confined to
specific instances, may be conferred by the Board of Directors
upon any other person or persons. Any person having authority to
sign on behalf of the Corporation may delegate, from time to time,
by instrument in writing, all or any part of such authority to any
other person or persons if authorized to do so by the Board of
Directors, which authority may be general or confined to specific
instances.
Section 4.02. Voting Securities Owned by Corporation.
Securities owned by the Corporation and having voting power in any
other corporation shall be voted by the Chairperson and Chief
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<PAGE>
Executive Officer, unless the Board confers authority to vote with
respect thereto, which may be general or confined to specific
investments, upon some other person. Any person authorized to
vote such securities shall have the power to appoint proxies, with
general power of substitution.
ARTICLE V
GENERAL PROVISIONS
------------------
Section 5.01. Offices. The principal business office
of the Corporation shall be at 30 CNG Tower, 625 Liberty Avenue,
Pittsburgh, Pennsylvania 15222. The Corporation may also have
offices at such other places within or without the Commonwealth of
Pennsylvania as the business of the Corporation may require.
Section 5.02. Corporate Seal. The Board of Directors
shall prescribe the form of a suitable corporate seal, which shall
contain the full name of the Corporation and the year and state of
incorporation.
Section 5.03. Fiscal Year. The fiscal year of the
Corporation shall end on such day as shall be fixed by the Board
of Directors.
Section 5.04. Annual Report. To the extent necessary,
the Executive Vice President/Executive Director and Treasurer
shall present an annual report to the Board of Directors in
accordance with Section 5553 of the Pennsylvania Nonprofit
Corporation Law of 1988.
Section 5.05. Gender. Use of the masculine gender is
for convenience only and shall be deemed to include the feminine
gender.
ARTICLE VI
AMENDMENTS
----------
Section 6.01. Amendments. These Bylaws may be amended,
altered or repealed, and new bylaws may be adopted, only by the
Permanent Directors at any regular or special meeting. No
provision of these Bylaws shall vest any property or contract
right in any person.
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<PAGE>
Exhibit 7.2
BYLAWS
of
HEINZ FAMILY FOUNDATION
(a Pennsylvania nonprofit corporation)
Adopted February, 1992
<PAGE>
Index to Bylaws
---------------
Section Page
------- ----
ARTICLE I
NAME AND PURPOSE
----------------
1.01 Name.......................................... 1
1.02 Purpose....................................... 1
ARTICLE II
DIRECTORS
---------
2.01 Number, Election and Term of Office........... 1
2.02 Regular Meetings; Notice...................... 2
2.03 Annual Meeting of the Board................... 2
2.04 Special Meetings; Notice...................... 2
2.05 Organization.................................. 2
2.06 Meetings by Telephone......................... 3
2.07 Presumption of Assent......................... 3
2.08 Catastrophe................................... 3
2.09 Resignations.................................. 4
2.10 Removal....................................... 4
2.11 Committees.................................... 4
2.12 Vacancies..................................... 4
2.13 Personal Liability of Directors............... 5
ARTICLE III
OFFICERS AND EMPLOYEES
----------------------
3.01 Executive Officers............................ 5
3.02 Additional Officers; Other Agents and
Employees................................... 5
3.03 The Chairman and Chief Executive Officer...... 6
3.04 Executive Director and Chief Operating
Officer..................................... 6
3.05 The Vice Presidents........................... 6
3.06 The Secretary and Assistant Secretaries....... 6
3.07 The Treasurer and Assistant Treasurers........ 7
3.08 Vacancies..................................... 7
3.09 Delegation of Duties.......................... 7
ARTICLE IV
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
--------------------------------------------------
4.01 Execution of Notes, Checks, Contracts
and Other Instruments......................... 8
4.02 Voting Securities Owned by Corporation........ 8
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Section Page
------- ----
ARTICLE V
GENERAL PROVISIONS
------------------
5.01 Offices....................................... 8
5.02 Corporate Seal................................ 8
5.03 Fiscal Year................................... 8
5.04 Annual Report................................. 8
5.05 Gender........................................ 9
ARTICLE VI
AMENDMENTS
----------
6.01 Amendments.................................... 9
-ii-
<PAGE>
HEINZ FAMILY FOUNDATION
Bylaws
------
ARTICLE I
NAME AND PURPOSE
----------------
Section 1.01. Name. The name of the Corporation is
Heinz Family Foundation (hereinafter referred to as the
"Corporation"), incorporated under the Pennsylvania Nonprofit
Corporation Law of 1988 on October 17, 1991.
Section 1.02. Purpose. The Corporation was incorporated
exclusively for religious, charitable, scientific, testing for
public safety, literary and educational purposes, fostering
amateur sports competition and the prevention of cruelty to
children and animals, all within the meaning of Section 501(c)(3)
of the Internal Revenue Code of 1986, as the same may be amended
or modified or replaced by any future United States internal
revenue law (the "Code"). The Corporation shall operate so as to
preclude the imposition of excise taxes under Chapter 42 of the
Code.
ARTICLE II
DIRECTORS
---------
Section 2.01. Number, Election and Term of Office. The
number of Directors which shall constitute the full Board of
Directors shall be as fixed from time to time by the Board of
Directors but shall not be less than two nor more than ten. The
Board shall be divided into three classes: a Class A Permanent
Director, Class B Permanent Directors and Term Directors.
Each Class A and Class B Permanent Director shall have
the right to serve from the time of appointment for the remainder
of his life or until his earlier resignation or incapacity. The
initial Class A Permanent Director shall be Teresa F. Heinz, and
the initial Class B Permanent Director shall be Joan D. McCauley.
At any time on or after January 1, 1996, Teresa F. Heinz's three
sons, Henry John Heinz IV, Andre Thierstein Heinz and Christopher
Drake Heinz, shall each have the right to become Class B Permanent
Directors upon delivering an acceptance of appointment to the
Class A Permanent Director for filing with the records of the
Corporation. If at the time of any such acceptance, there are ten
Directors then serving, the Class A Permanent Director shall
remove one Term Director.
From and after the time Teresa F. Heinz shall cease to
be a Director, there shall no longer be Class A Permanent
Directors and the Class B Permanent Directors, as a class, shall
succeed to all of the rights of the Class A Permanent Director.
<PAGE>
The Term Directors shall be appointed (and may be
removed) by the Class A Permanent Director or, if none, shall be
elected (and may be removed) by the then serving Class B Permanent
Directors and shall be appointed for a term of two years. Each
Term Director shall hold office from the time of his appointment,
but shall be responsible as a Director from such time only if he
consents to his appointment; otherwise from the time he accepts
office or attends his first meeting of the Board. Each Term
Director shall serve until his successor is duly appointed, or
until his earlier death, resignation or removal. The duties and
responsibilities of the Term Directors shall be limited to issues
related to the Heinz Awards, the annual awards granted by the
Corporation in honor of the late Senator H. John Heinz III,
including participating in the selection of the recipients of the
Heinz Awards.
Section 2.02. Regular Meetings; Notice. Regular
meetings of the Board of Directors shall be held at such time and
place as shall be designated by the Class A Permanent Director
from time to time. Meetings attended by the Term Directors shall
be limited to issues related to the Heinz Awards. Notice of such
regular meetings shall not be required, except as otherwise
expressly required herein or by law, and except that whenever the
time or place of regular meetings shall be initially fixed and
then changed, notice of such action shall be given promptly by
telephone or otherwise to each Director not participating in such
action. Any business may be transacted at any regular meeting of
the Permanent Directors; any business related to the Heinz Awards
may be transacted at any regular meeting of all classes of
Directors.
Section 2.03. Annual Meeting of the Board. A regular
meeting of the Board of Directors shall be held at such date, time
and place as may be fixed by the Board of Directors. Such regular
meeting shall be the annual organization meeting at which the
Board shall discuss the succeeding year's goals with respect to
the Heinz Awards and may transact any other related business.
Section 2.04. Special Meetings; Notice. Special
meetings of the Board of Directors, including meetings of the
Permanent Directors only, may be called at any time by the Class A
Permanent Director, to be held at such place and day and hour as
shall be specified by the Class A Permanent Director. Notice of
every special meeting of the Board of Directors shall be given by
the Secretary to each Director at least two days before the
meeting. Any business may be transacted at any special meeting
regardless of whether the notice calling such meeting contains a
reference thereto, except as otherwise required by law.
Section 2.05. Organization. At all meetings of the
Board of Directors, the presence of at least a majority of each
class of the Directors in office shall be necessary and sufficient
to constitute a quorum for the transaction of business; provided,
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however, that the presence of a majority of the Term Directors
shall be necessary only with respect to matters relating to the
selection of recipients of the Heinz Awards. If there are only
two Permanent Directors (both Class A and Class B) then serving,
the presence of Teresa F. Heinz shall be necessary and sufficient
to satisfy the quorum requirement for Permanent Directors (both
Class A and Class B). If a quorum is not present at any meeting,
the meeting may be adjourned from time to time by a majority of
the Directors present until a quorum as aforesaid shall be
present, but notice of the time and place to which such meeting is
adjourned shall be given to any Directors not present either by
being sent by telegraph or given personally or by telephone at
least eight hours prior to the hour of reconvening. Resolutions
of the Board shall be adopted, and any action of the Board upon
any matter shall be valid and effective, with the affirmative vote
of a majority of each of the classes of the Directors present at a
meeting duly convened and at which a quorum is present; provided,
however, that the matters upon which Term Directors may vote shall
be limited to matters relating to the selection of recipients of
the Heinz Awards. If there are only two Permanent Directors (both
Class A and B) then serving, the vote of Teresa F. Heinz shall be
deemed to be the vote of the majority of the Permanent Directors
(both Class A and Class B). The Class A Permanent Director, if
she is present, or if not, a Director designated by the Board,
shall preside at each meeting of the Board. The Secretary, or in
his absence any Assistant Secretary, shall take the minutes at all
meetings of the Board of Directors. In the absence of the
Secretary and an Assistant Secretary, the presiding officer shall
designate a person to take the minutes of the meeting.
Section 2.06. Meetings by Telephone. One or more
Directors may participate in any regular or special meeting of the
Board of Directors or of a committee of the Board of Directors by
means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can
hear each other. Participation in a meeting in this manner by a
Director shall be considered to be attendance in person for all
purposes under these Bylaws.
Section 2.07. Presumption of Assent. Minutes of each
meeting of the Board shall be made available to each relevant
Director, e.g., to a Term Director only for meetings concerning
the Heinz Awards, at or before the next succeeding meeting. Each
Director shall be presumed to have assented to such minutes unless
his objection thereto shall be made to the Secretary at or within
two days after such succeeding meeting.
Section 2.08. Catastrophe. Notwithstanding any other
provisions of the Pennsylvania Nonprofit Corporation Law of 1988,
the Articles or these Bylaws, if any emergency resulting from
warlike damage or an attack on the United States or any nuclear or
atomic disaster, or any other national or local disaster, causes a
majority of the Board to be incapable of acting as such because of
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<PAGE>
death or other physical disability or difficulties of
communication or transportation, the other Director or Directors
shall constitute a quorum for the sole purpose of electing
Directors to replace the Directors so incapable of acting. The
Directors so elected shall serve until such replaced Directors are
able to attend meetings of the Board or until the Board acts to
elect Directors for such purpose. Questions as to the existence
of such an emergency or disaster or as to the fact of such
incapacity shall be conclusively determined by such other Director
or Directors.
Section 2.09. Resignations. Any Director may resign by
submitting his resignation to the Secretary. Such resignation
shall become effective upon its receipt by the Secretary or as
otherwise specified therein.
Section 2.10. Removal. The Class A Permanent Director
may remove any Term Director who, in her sole and absolute
discretion, is not adequately performing his duties as a Term
Director.
Section 2.11. Committees. Standing or temporary
committees, which may include an Executive Committee, consisting
of at least two Directors, may be appointed by the Class A
Permanent Director from time to time. Each such committee shall
have and may exercise such authority of the Board of Directors in
the management of the business and affairs of the Corporation as
the Class A Permanent Director may specify from time to time,
which may include any action which the Pennsylvania Nonprofit
Corporation Law of 1988 provides shall or may be taken by the
Board of Directors. The Class A Permanent Director may designate
one or more Directors as alternate members of any committee to
replace any absent or disqualified member at any meeting of the
committee, and in the event of such absence or disqualification,
the member or members of such committee present at any meeting and
not disqualified from voting, whether or not such member or
members constitute a quorum, may unanimously appoint another
Director to act at the meeting in the place of any such absent or
disqualified member. Any action taken by any committee shall be
subject to alteration or revocation by the Board of Directors;
provided, however, that third parties shall not be prejudiced by
such alteration or revocation.
Section 2.12. Vacancies. Any vacancy that shall occur
in the Board of Directors by reason of death, resignation,
removal, increase in the number of Directors or any other cause
whatever shall be filled by the Class A Permanent Director, and
each person so appointed shall be a Director until he or his
successor is appointed or until his prior death, resignation or
removal.
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<PAGE>
Section 2.13. Personal Liability of Directors.
(a) Elimination of Liability. To the fullest extent
that the laws of the Commonwealth of Pennsylvania, as now in
effect or as hereafter amended, permit elimination or limitation
of the liability of directors, no Director of the Corporation
shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a Director.
(b) Nature and Extent of Rights. The provisions of
this Section shall be deemed to be a contract with each Director
of the Corporation who serves as such at any time while this
Section is in effect and each such Director shall be deemed to be
so serving in reliance on the provisions of this Section. Any
amendment or repeal of this Section or adoption of any Bylaw or
provision of the Articles of the Corporation which has the effect
of increasing director liability shall operate prospectively only
and shall not affect any action taken, or any failure to act,
prior to the adoption of such amendment, repeal, Bylaw or
provision.
ARTICLE III
OFFICERS AND EMPLOYEES
----------------------
Section 3.01. Executive Officers. The Executive
Officers of the Corporation shall be the Chairman and Chief
Executive Officer, the Executive Director and Chief Operating
Officer, the Secretary and the Treasurer, and may include one or
more Vice Presidents as the Board may from time to time determine,
all of whom shall be elected by the Board of Directors. Any two
or more offices may be held by the same person. Each Executive
Officer shall be elected and hold office at the pleasure of the
Class A Permanent Director, or, if none, the Class B Permanent
Directors, or until his death or resignation.
Section 3.02. Additional Officers; Other Agents and
Employees. The Board of Directors may from time to time appoint
or employ such additional officers, assistant officers, agents,
employees and independent contractors as the Board deems
advisable; the Board or the Chairman and Chief Executive Officer
shall prescribe their duties, conditions of employment and
compensation; and the Class A Permanent Director shall have the
right to dismiss them at any time, without prejudice to their
contract rights, if any. The Chairman and Chief Executive Officer
may employ from time to time such other agents, employees and
independent contractors as he may deem advisable for the prompt
and orderly transaction of the business of the Corporation, and he
may prescribe their duties and the conditions of their employment,
fix their compensation and dismiss them at any time, without
prejudice to their contract rights, if any.
Section 3.03. The Chairman and Chief Executive Officer.
The Chairman and Chief Executive Officer shall be appointed by the
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<PAGE>
Class A Permanent Director and shall preside at all meetings of
the Board as provided herein. The Chairman and Chief Executive
Officer shall have general supervision of and general management
and executive powers over all the property, operations, business,
affairs and employees of the Corporation, and shall see that the
policies and programs adopted or approved by the Board are carried
out. The Chairman and Chief Executive Officer shall exercise such
further powers and duties as from time to time may be prescribed
in these Bylaws or by the Board of Directors.
Section 3.04. The Executive Director and Chief
Operating Officer. The Executive Director and Chief Operating
Officer shall have general executive powers, subject to the
control of the Chairman and Chief Executive Officer. The
Executive Director and Chief Operating Officer shall exercise such
further powers and duties as from time to time may be prescribed
in these Bylaws or by the Board of Directors or the Chairman and
Chief Executive Officer. At the request of the Chairman and Chief
Executive Officer, or in his absence or disability, the Executive
Director and Chief Operating Officer shall exercise the powers and
duties of the Chairman and Chief Executive Officer.
Section 3.05. The Vice Presidents. The Vice Presidents
may be given by resolution of the Board general executive powers,
subject to the control of the Executive Director and Chief
Operating Officer, concerning one or more or all segments of the
operations of the Corporation. The Vice Presidents shall exercise
such further powers and duties as from time to time may be
prescribed in these Bylaws or by the Board of Directors or the
Executive Director and Chief Operating Officer. At the request of
the Executive Director and Chief Operating Officer, or in his
absence or disability, the senior Vice President shall exercise
the powers and duties of the Executive Director and Chief
Operating Officer.
Section 3.06. The Secretary and Assistant Secretaries.
It shall be the duty of the Secretary (a) to keep an original or
duplicate record of the proceedings of the Board of Directors, and
a copy of the Articles and of the Bylaws; (b) to give such notices
as may be required by law or these Bylaws; (c) to be custodian of
the corporate records and of the seal of the Corporation and see
that the seal is affixed to such documents as may be necessary or
advisable; and (d) to exercise all powers and duties incident to
the office of Secretary; and such further powers and duties as
from time to time may be prescribed in these Bylaws or by the
Board of Directors, the Chief Executive Officer or the Executive
Director. The Secretary by virtue of his office shall be an
Assistant Treasurer. Each officer of the Corporation by virtue of
his office shall be an Assistant Secretary. The Assistant
Secretaries shall assist the Secretary in the performance of his
duties and shall also exercise such further powers and duties as
from time to time may be prescribed by the Board of Directors, the
Chief Executive Officer, the Executive Director or the Secretary.
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At the direction of the Secretary or in his absence or disability,
an Assistant Secretary shall exercise the powers and duties of the
Secretary.
Section 3.07. The Treasurer and Assistant Treasurers.
It shall be the duty of the Treasurer (a) to keep the
Corporation's contracts, insurance policies, leases, deeds and
other business records; (b) to see that the Corporation's lists,
books, reports, statements, tax returns, certificates and other
documents and records required by law are properly prepared, kept
and filed; (c) to be the principal officer in charge of tax and
financial matters, budgeting and accounting of the Corporation;
(d) to have charge and custody of and be responsible for the
Corporation's funds, securities and investments; (e) to receive
and give receipts for checks, notes, obligations, funds and
securities of the Corporation, and deposit monies and other
valuable effects in the name and to the credit of the Corporation,
in such depositories as shall be designated by the Board of
Directors; (f) to cause the funds of the Corporation to be
disbursed by payment in cash or by checks or drafts upon the
authorized depositories of the Corporation, and to cause to be
taken and preserved proper vouchers for such disbursements; (g) to
render to the Chief Executive Officer and the Board of Directors
whenever they may require it an account of all his transactions as
Treasurer, and reports as to the financial position and operations
of the Corporation; (h) to keep appropriate, complete and accurate
books and records of account of all the Corporation's business and
transactions; and (i) to exercise all powers and duties incident
to the office of Treasurer; and such further duties from time to
time as may be prescribed in these Bylaws or by the Board of
Directors, the Chief Executive Officer or the Executive Director.
The Assistant Treasurers shall assist the Treasurer in the
performance of his duties and shall also exercise such further
powers and duties as from time to time may be prescribed by the
Board of Directors, the Chairman and Chief Executive Officer, the
Executive Director and Chief Operating Officer or the Treasurer.
At the direction of the Treasurer or in his absence or disability,
an Assistant Treasurer shall exercise the powers and duties of the
Treasurer.
Section 3.08. Vacancies. Any vacancy in any office or
position by reason of death, resignation, removal,
disqualification, disability or other cause shall be filled in the
manner provided in this Article III for regular election or
appointment to such office.
Section 3.09. Delegation of Duties. The Board of
Directors may in its discretion delegate for the time being the
powers and duties, or any of them, of any officer to any other
person whom it may select.
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ARTICLE IV
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
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Section 4.01. Execution of Notes, Checks, Contracts and
Other Instruments. All notes, bonds, drafts, acceptances, checks,
endorsements (other than for deposit), guarantees and all
evidences of indebtedness of the Corporation whatsoever, and all
deeds, mortgages, contracts and other instruments requiring
execution by the Corporation, may be signed by the Chairman and
Chief Executive Officer, the Executive Director and Chief
Operating Officer, any Vice President or the Treasurer, and
authority to sign any of the foregoing, which may be general or
confined to specific instances, may be conferred by the Board of
Directors upon any other person or persons. Any person having
authority to sign on behalf of the Corporation may delegate, from
time to time, by instrument in writing, all or any part of such
authority to any other person or persons if authorized to do so by
the Board of Directors, which authority may be general or confined
to specific instances. Facsimile signatures on checks may be used
if authorized by the Board of Directors.
Section 4.02. Voting Securities Owned by Corporation.
Securities owned by the Corporation and having voting power in any
other corporation shall be voted by the Chairman and Chief
Executive Officer, unless the Board confers authority to vote with
respect thereto, which may be general or confined to specific
investments, upon some other person. Any person authorized to
vote such securities shall have the power to appoint proxies, with
general power of substitution.
ARTICLE V
GENERAL PROVISIONS
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Section 5.01. Offices. The principal business office
of the Corporation shall be at the Heinz Family Office, 4440 USX
Tower, Pittsburgh, Pennsylvania 15219. The Corporation may also
have offices at such other places within or without the
Commonwealth of Pennsylvania as the business of the Corporation
may require.
Section 5.02. Corporate Seal. The Board of Directors
shall prescribe the form of a suitable corporate seal, which shall
contain the full name of the Corporation and the year and state of
incorporation.
Section 5.03. Fiscal Year. The fiscal year of the
Corporation shall end on such day as shall be fixed by the Board
of Directors.
Section 5.04. Annual Report. To the extent necessary,
the Executive Director and Chief Operating Officer and Treasurer
shall present an annual report to the Commonwealth of Pennsylvania
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in accordance with Section 5553 of the Pennsylvania Nonprofit
Corporation Law of 1988.
Section 5.05. Gender. Use of the masculine gender is
for convenience only and shall be deemed to include the feminine
gender.
ARTICLE VI
AMENDMENTS
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Section 6.01. Amendments. These Bylaws may be amended,
altered or repealed, and new bylaws may be adopted, by the Class A
Permanent Director, or if none, by the Permanent Directors at any
regular or special meeting. No provision of these Bylaws shall
vest any property or contract right in any person.
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