BY-LAWS OF
SANDERSON FARMS, INC.
(As restated on July 27, 2000)
Article I. Name and the Location.
Section 1. The name of this corporation shall be Sanderson Farms, Inc.
Section 2. Its principal office shall be located in Laurel,
Mississippi.
Section 3. Other offices for the transaction of business shall be
located in such other places as the Board of Directors may from time to time
determine.
Article II. Capital Stock.
Section 1. The amount of capital stock shall be such amount as is
authorized by the Articles of Incorporation.
Section 2. All certificates of stock shall be signed by the Chairman
of the Board, the President and the Secretary and shall be sealed with the
corporate seal. Such signatures and seal may be facsimile if the certificate
is signed by the corporation's transfer agent or registrar.
Section 3. Treasury stock shall be held by the corporation subject to
disposition by the Board of Directors and shall neither be voted nor
participate in dividends.
Section 4. Transfers of stock shall be made only on the books of the
corporation or the books of the duly appointed transfer agent; an old
certificate, properly endorsed, shall be surrendered and cancelled before a
new certificate is issued.
Section 5. In case of loss or destruction of a certificate of stock,
no new certificate shall be issued in lieu thereof except upon satisfactory
proof of affidavit of such loss or destruction; and upon the giving of
satisfactory security, by bond or otherwise (if the Board of Directors so
requires), against loss to the corporation.
Article III. Stockholder meetings
Section 1. The annual meeting of stockholders shall be held each year
on such day in the month of February, or in such other month, as the Board of
Directors shall determine, at the principal office of the corporation or at
such other suitable place, within or without the State of Mississippi, and at
such convenient time as may be determined by the Board of Directors. At the
annual meeting the stockholders shall elect directors to serve until their
successors have been elected and have qualified.
Section 2. A special meeting of the stockholders, to be held at any
place at which the annual stockholders' meeting may be held, may be called at
any time by the Chairman, the Vice Chairman (if appointed), the President or
the Board of Directors. It shall be the duty of the Chairman, the Vice
Chairman (if appointed), the President or the Board of Directors to call such
a meeting whenever so requested or demanded by one or more stockholders
holding 10% or more of all the shares entitled to vote on any issue proposed
to be considered at the special meeting.
Section 3. Notice of the place, day and hour of all annual and special
stockholders' meetings shall be given by the Secretary of the corporation to
each stockholder entitled to vote at the meeting not fewer than ten (10) nor
more than sixty (60) days before the date of the meeting by mailing said
notice, with postage thereon prepaid, to the address of such stockholder
appearing on the stock records of the corporation. In the case of a special
meeting, the notice shall also state the purpose or purposes for which the
meeting is called.
Section 4. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to demand a special meeting or to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors of the corporation may fix the record
date for such purpose, but such record date may not be more than seventy
(70) days before the meeting or action requiring a determination of
stockholders. If no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders,
or stockholders entitled to demand a special meeting or to receive payment of
a dividend, or for any other proper purpose, the close of business on the
day before the day on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of stockholders. When a determination of stockholders entitled to notice of
or to vote at any meeting of stockholders has been made as provided in this
section, such determination shall be effective for any adjournment of the
meeting unless the Board of Directors fixes a new record date, which it must
do if the meeting is adjourned to a date more than one hundred, twenty (120)
days after the date fixed for the original meeting.
Section 5. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, no later than two (2)
business days after notice of the meeting is given for which the list was
prepared, an alphabetical list of the names of all its stockholders entitled
to notice of a stockholders' meeting. The list must be arranged by voting
group (and within each voting group by class or series of shares) and show
the address of and number of shares held by each stockholder. Such list
shall be available at the principal office of the corporation and shall be
subject to inspection by any stockholder at any time during usual business
hours. Such list shall also be available at the place identified in the
meeting notice in the city where the meeting will be held and shall be
subject to the inspection of any stockholder continuously through the
meeting. The original stock transfer books shall be prima facie evidence as
to who are stockholders entitled to examine such list or transfer books or to
vote at any meeting of stockholders.
Section 6. The Chairman of the Board shall preside at all stockholder
meetings. In the event the Chairman is unable to preside, the next available
officer shall be authorized to preside in this order: Vice Chairman (if
appointed), President, Executive Vice President (if appointed), Vice
President (by seniority if more than one is appointed), Secretary or
Treasurer.
Section 7. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders, except to the extent that the voting rights of the shares of
preferred stock are limited or denied by the Articles of Incorporation, the
Board of Directors or as permitted by law.
Treasury shares shall not be voted at any meeting or counted in
determining the total number of outstanding shares at any given time.
A stockholder may vote either in person or by proxy appointed in
writing by the stockholder or by his duly authorized attorney-in-fact. No
proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.
Shares standing in the name of another corporation, domestic or foreign
but not a corporation the majority of the outstanding shares of which are
owned, directly or indirectly, by this corporation, may be voted by any duly
elected officer, or any duly appointed agent, in person or by proxy, or as
the Board of Directors of this corporation may otherwise determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted
by such receiver without the transfer thereof into his name if authority so
to do be contained in an appropriate order of the court by which such
receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Redeemable shares are not entitled to vote after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender
of the shares.
Section 8. A majority of the votes represented in person or by proxy
entitled to be cast on a matter by the voting stockholders shall constitute a
quorum for the transaction of business at a meeting of stockholders. If a
quorum exists, action on a matter (other than the election of directors) by
the stockholders shall be approved if the votes cast favoring the action
exceed the votes cast opposing the action, unless the Articles of
Incorporation, the By-laws or the law requires a greater number of
affirmative votes.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.
An amendment to the Articles of Incorporation that adds, changes or
deletes a greater quorum or voting requirement must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirements then in effect or proposed to be adopted,
whichever is greater.
Directors shall be elected at such annual meeting of stockholders at
which their terms expire or at any special meeting of stockholders called for
that purpose by the affirmative vote of a majority, and not a plurality, of
the shares entitled to vote and represented, in person or by proxy, at such
meeting at which a quorum is present. There shall be no cumulative voting.
Section 9. Nominations by stockholders for the election of directors
may be made by stockholders from the floor at any annual or special meeting
of stockholders called for the election of directors if timely written
notice of such nominations has been given to the Secretary of the
corporation. To be timely, such notice must be received at the principal
office of the corporation not later than the close of business on the 15th
day following the day on which notice of the date of the meeting is given or
made to stockholders in accordance with these bylaws. A stockholder's notice
to the Secretary must set forth or be accompanied by (i) the name and address
of record of the stockholder who intends to make the nomination; (ii) a
representation that the stockholder is a holder of record of shares of the
corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice; (iii) the name, age, business and residence addresses, and principal
occupation or employment of each nominee; (iv) such other information
regarding each nominee proposed by such stockholder as would be required to
be included in a proxy statement filed by such stockholder pursuant to the
proxy rules of the Securities and Exchange Commission, as then in effect; (v)
the consent of each nominee to serve as a director of the corporation if
elected; and (vi) a representation signed by each proposed nominee that
states that such nominee meets all of the qualifications set forth in Article
IV of these bylaws.
Section 10. Only business properly brought before stockholders'
meetings in accordance with these bylaws shall be conducted at such
meetings. To be properly brought before a meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (b) otherwise properly before the
meeting by or at the direction of the Board of Directors, or (c) otherwise
(i) properly requested to be brought before the meeting by a stockholder of
record entitled to vote in the election of directors generally, and (ii)
constitute a proper subject to be brought before such meeting. Any
stockholder who wishes to bring a matter (other than the election of
directors) before a meeting of stockholders and is entitled to vote on such
matter must deliver written notice of said stockholder's intent to bring such
matter before the meeting of stockholders so that such notice is received by
the Secretary no later than the close of business on the 15th day following
the date on which notice of the date of the meeting is given or made to
stockholders in accordance with these bylaws.
A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the meeting of stockholders
(a) a brief description of the business 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 Corporation's books, of the
stockholder intending to propose such business, (c) the class and number of
shares of stock of the Corporation beneficially owned by the stockholder, and
(d) any material interest of the stockholder in such business. The Chairman
of a meeting shall, if the facts warrant, determine and declare to the
meeting that the business was not properly brought before the meeting in
accordance with the provisions hereof and, if he should so determine, he
shall declare such to the meeting and any such business not properly brought
before the meeting shall not be transacted.
Section 11. Action required or permitted to be taken at a stockholders'
meeting may be taken without a meeting if the action is taken by all the
stockholders entitled to vote on the action. The action must be evidenced
by one or more written consents describing the action taken, signed by all
the stockholders entitled to vote on the action, and delivered to the
corporation for inclusion in the minutes or filing with the corporate records.
If not otherwise set by the Board of Directors, the record date for
determining stockholders entitled to take action without a meeting is the
date the first stockholder signs the written consent.
A consent signed under this section has the effect of a meeting vote
and may be described as such in any document.
Article IV. Directors.
Section 1. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation managed under
the direction of, the Board of Directors, subject to any limitation set forth
in the Articles of Incorporation, which shall consist of twelve (12) members,
at least two (2) of whom shall be independent directors. For purposes of this
Section, "independent director" shall mean a person other than an officer or
employee of the corporation or its affiliates or any other individual having
a relationship that, in the opinion of the Board of Directors, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. Directors must be at least twenty-one (21)
years of age and be citizens of the United States, although directors need
not be stockholders of the corporation or residents of the state of
Mississippi.
The Board of Directors shall appoint a Chairman who shall preside at
meetings of the Board of Directors and of stockholders and shall have such
other duties as may from time to time be assigned to the Chairman by the
Board of Directors. Each director shall receive such compensation for his
services as may, by the Board of Directors, be determined from time to time.
The terms of directors shall be staggered by dividing the total number
of directors into three (3) classes, with each class containing one-third
(1/3), or as close to one-third (1/3) as possible, of the total. With
respect to directors who are elected at the first annual stockholders'
meeting where a classified Board of Directors is elected, the terms of
directors in the first class shall expire at the first annual stockholders'
meeting after their election, the terms of the second class shall expire at
the second annual stockholders' meeting after their election, and the terms
of the third class shall expire at the third annual stockholders' meeting
after their election. At each annual stockholders' meeting held after such
first meeting, directors shall be chosen for a term of three (3) years to
succeed those whose terms expire.
A decrease in the number of directors does not shorten an incumbent
director's term. A director elected to fill a vacancy, whether such director
is elected by the stockholders or the Board of Directors, shall serve for the
unexpired portion of the term of the vacancy which is being filled. Despite
the expiration of a director's term, he shall continue to serve until his
successor is elected and qualifies or until there is a decrease in the number
of directors.
Section 2. The directors shall hold five (5) regular meetings, four
(4) of which shall be held on such quarterly dates as the Board or the
Chairman shall determine from time to time, and shall be held at the
principal office of the corporation in Laurel, Mississippi, or at such other
place, within or without the State of Mississippi, as may be determined by
the Chairman of the Board. The remaining one (1) regular meeting shall be
held immediately after, and at the same place as, the annual meeting of
stockholders.
Section 3. Special meetings of the Board of Directors, to be held at
the principal office of the corporation in Laurel, Mississippi, or at such
other place, within or without the State of Mississippi, as may be determined
by the Board or the Chairman, may be called by the Chairman or by any two
members of the Board of Directors.
Section 4. Any or all directors may participate in a regular or
special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear
each other during the meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.
Section 5. Notice as to date, time and place of all regular and
special meetings of the directors shall be given to each director, by the
Secretary, at least two (2) days prior to the time fixed for the meeting.
Such notice shall be given in any manner to each director at his usual
address or location and shall be deemed to be delivered, if mailed, when
deposited four (4) days prior to the time fixed for the meeting in the United
States mail, so addressed, with postage thereon prepaid. A director's
attendance at or participation in a meeting shall constitute a waiver of any
required notice of such meeting, unless the director at the beginning of the
meeting (or promptly upon his arrival) objects to holding the meeting or
transacting business at the meeting and does not hereafter vote for or assent
to action taken at the meeting.
Section 6. A quorum for the transaction of business at any regular or
special meeting of the directors shall consist of a majority of the number of
directors fixed by these Bylaws.
Section 7. The directors shall appoint the officers of the corporation
and fix the salary of the Chairman of the Board and the President; the
President, or in the absence of the President the directors, shall fix the
salaries of all other officers. Appointment of officers shall be made at the
directors' meeting following each annual stockholders' meeting.
Section 8. Any vacancy on the Board of Directors resulting from the
removal of a director as provided in the Articles of Incorporation shall be
filled by the stockholders; provided that, if the stockholders fail to fill
any such vacancy within ninety (90) days after the date that the director
was removed, then the Board of Directors may fill such vacancy. If a vacancy
occurs on the Board of Directors for reasons other than removal by
stockholders, including a vacancy resulting from an increase in the number of
directors: (a) the stockholders may fill the vacancy; (b) the Board of
Directors may fill the vacancy; or (c) if the directors remaining in
office constitute fewer than a quorum of the Board, they may fill the vacancy
by the affirmative vote of a majority of all the directors remaining in
office.
A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.
Section 9. The affirmative vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the Articles of Incorporation or the By-laws require the
vote of a greater number of directors.
Section 10. A director of the corporation who is present at a meeting
of the Board of Directors or a committee of the Board of Directors when
corporate action is taken shall be deemed to have assented to the action
taken unless: (a) he objects at the beginning of the meeting (or promptly
upon his arrival) to holding it or transacting business at the meeting; (b)
his dissent or abstention from the action taken is entered in the minutes of
the meeting; or (c) he delivers written notice of his dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting. The right of
dissent or abstention shall not be available to a director who votes in favor
of the action taken.
Section 11. Any action required or permitted to be taken at a Board of
Directors' meeting may be taken without a meeting if the action is taken by
all members of the Board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and included
in the minutes or filed with the corporate records reflecting the action
taken.
Action taken under this section is effective when the last director
signs the consent, unless the consent specifies a different effective date.
A consent signed under this section has the effect of a meeting vote
and may be described as such in any document.
Section 12. A director may resign at any time by delivering written
notice to the Board of Directors, its Chairman or to the corporation. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date.
The stockholders may remove one or more directors with or without cause
unless otherwise provided by the Articles of Incorporation. The removal of
any director of the corporation elected or appointed by the stockholders of
the corporation or by its Board of Directors shall be effected only by the
vote of not less than two-thirds (2/3) of the total outstanding Common
Stock. Notwithstanding the foregoing, these voting requirements for director
removal shall not apply to any director elected by any class (other than
Common Stock) or series which may be or become entitled to elect a director
voting as a separate class or series, and the removal of such a director
shall be governed by the provisions relating to that class or series.
A director may be removed by the stockholders only at a meeting called
for the purpose of removing him and the meeting notice must state that the
purpose, or one of the purposes, of the meeting is removal of the director.
Section 13. The Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. Each
committee must have two (2) or more members, who serve at the pleasure of the
Board of Directors.
The creation of a committee and appointment of members to it must be
approved by a majority of all the directors in office when the action is
taken.
Prior to the annual meeting of stockholders, the Board of Directors
shall appoint a director nominating committee consisting of three directors
serving current terms, at least one of whom shall be an independent
director. The committee shall consider candidates for the class of
directorships to be filled at the meeting and shall submit a slate of
candidates or nominees for Board approval and inclusion in the corporate
proxy materials for the annual meeting and for vote by the stockholders at
the annual meeting. Such submission shall be deemed a nomination of each
person named. The committee may recommend one or more than one candidate or
nominee for each vacancy to be filled. Where a vacancy on the Board of
Directors exists that is to be filled by the Board of Directors, a director
nominating committee shall also be appointed by the Board of Directors to
consider and submit a slate of candidates or nominees for vote by the
directors.
The provisions of the By-laws which govern meetings, action without
meetings, notice and waiver of notice, and quorum and voting requirements of
the Board of Directors, shall apply to committees and their members as well.
To the extent specified by the Board of Directors, each committee may
exercise the authority of the Board of Directors.
A committee may not, however: (a) authorize distributions; (b) approve
or propose to stockholders action that requires approval by stockholders; (c)
fill vacancies on committees of the Board of Directors; (d) amend the
Articles of Incorporation; (e) adopt, amend or repeal by-laws; (f) approve
a plan of merger not requiring stockholder 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 or
contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except
that the Board of Directors may authorize a committee (or a senior executive
officer of the corporation) to do so within limits specifically prescribed by
the Board of Directors.
The creation of, delegation of authority to, or action by a committee
does not alone constitute compliance by a director with the standards of
conduct required by law.
Article V. Officers.
Section 1. The officers of this corporation shall be a Chairman of the
Board, a Vice Chairman of the Board (if appointed by the Board at its
discretion), a President, an Executive Vice President (if appointed by the
Board at its discretion), one or more Vice Presidents, a Secretary and a
Treasurer, all of whom shall be appointed for the term of one (1) year, and
shall hold office until their successors are duly elected and qualified.
Such other officers and assistant officers as may be deemed necessary may be
appointed by the Board of Directors or by the officers duly appointed by the
Board of Directors. Any two or more offices may be simultaneously
held by the same person.
Section 2. The officers of the corporation shall be appointed annually
by the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the stockholders. Officers of the corporation
may also be appointed by the Board of Directors to serve until the next
annual meeting, when a new office is created by amendment to, or restatement
of, these By-Laws or, in the absence of a resignation, when an incumbent
officer cannot perform the duties conferred upon him by reason of absence or
inability or unfitness to carry out said duties. The appointment of an
officer shall not itself create contract rights. Officers shall serve at
the pleasure of the Board of Directors.
Section 3. An officer may resign at any time by delivering notice to
the corporation. A resignation is effective when the notice is delivered
unless the notice specifies a later effective date. If a resignation is made
effective at a later date and the corporation accepts the future effective
date, it may fill the pending vacancy before the effective date if the
successor does not take office until the effective date. An officer's
resignation shall not affect the corporation's contract rights, if any, with
the officer.
Section 4. Any officer appointed by the Board of Directors may be
removed by the Board of Directors at any time with or without cause whenever
in its judgment the best interests of the corporation would be served
thereby, but such removal shall not affect the contract rights with the
corporation, if any, of the officer so removed. Any office or assistant
officer, if appointed by another officer, may likewise be removed by such
officer.
Section 5. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term.
Section 6. The Chairman of the Board shall preside at all directors'
meetings; shall sign all stock certificates (which signature may be by
facsimile as provided in Article II, Section 2, of these By-laws); and shall
have authority to sign on behalf of the corporation, bills, notes, receipts,
acceptances, endorsements, checks, releases, contracts and documents of every
nature and kind, to issue checks or otherwise draw upon the deposits or
credits of the corporation, excepting dividends, and to do such other acts
not specifically enumerated herein and which are not inconsistent with the
purposes of the business of the corporation and its charter authority or not
otherwise specifically delegated to any other officer.
Section 7. The Vice Chairman of the Board (if appointed by the Board
at its discretion) shall perform all the duties of the Chairman of the Board
at such times as the Chairman is unable to perform the duties conferred upon
him by reason of absence or inability or unfitness to carry out said duties.
The Vice Chairman shall further perform such duties as may be directed to him
by the Chief Executive Officer or by the Board of Directors.
Section 8. The President shall be the chief executive officer of the
corporation. He shall sign all stock certificates (which signature may be by
facsimile as provided in Article II, Section 2, of these By-laws) and shall
perform all of the duties of the Chairman of the Board at such times as the
Chairman or Vice Chairman (if appointed) is unable to perform the duties
conferred upon him by reason of absence or inability or unfitness to carry
out said duties. He shall have general supervision over the affairs of the
corporation; shall perform the duties generally conferred upon the chief
executive officer of a corporation, including the authority to conduct the
affairs of the corporation and to carry out the policies thereof; and shall
have authority to sign on behalf of the corporation, bills, notes, receipts,
acceptances, endorsements, checks, releases, contracts and documents of every
nature and kind, to issue checks or otherwise draw upon the deposits or
credits of the corporation, excepting dividends, to extend credit to persons
and in amounts as he may deem advisable, and to do such other acts not
specifically enumerated herein and which are not inconsistent with the
purposes of the business of the corporation and its charter authority or not
otherwise specifically delegated to any other officer. He shall have general
charge of the office and the plant or plants of the corporation, with
authority to employ and terminate such office assistants and employees as he
may deem advisable and necessary, and to fix and pay salaries for such
employment. The President shall further perform such duties as may be
directed to him by the Board of Directors and shall have authority to
delegate any of the duties herein set forth.
Section 9. The Executive Vice President (if appointed by the Board at
its discretion) shall perform all the duties of the President at such times
as the President is unable to perform the duties conferred upon him by reason
of absence or inability or unfitness to carry out said duties. The
Executive Vice President shall further perform such duties as may be directed
to him by the President or by the Board of Directors.
Section 10. The Vice President(s) shall perform such duties as may be
directed to him(them) by the President or by the Board of Directors.
Section 11. The Secretary shall issue notices of all directors' and
stockholders' meetings, and shall attend and keep the minutes of the same;
shall have charge of all corporate books, records and papers; shall be the
custodian of the corporate seal; shall authenticate records of the
corporation; shall attest with his signature and impress with the corporate
seal all stock certificates (which signature and seal may be facsimile as
provided in Article II, Section 2, of these By-laws) and written contracts of
the corporation, but such attestation shall not be limited to the Secretary
and the absence of such attestation shall not affect the legal validity of
any written contracts; and shall perform all other such duties as are
incidental to his office and that may be specifically delegated to his office.
Section 12. The Treasurer shall have custody of all monies and
securities of the corporation, and he shall keep regular books of account and
shall submit them, together with all his vouchers, receipts, records and
other papers to the directors for their examination and approval as often as
they may require. The Treasurer, or such other officer, if any, who has been
designated as the chief financial officer by the Board of Directors, shall
have the fiscal responsibility for the affairs of the corporation, including
future operations, and shall from time to time propose or otherwise institute
such fiscal policy as may be determined by the Board of Directors.
Section 13. The duties of the Secretary or Treasurer or any part
thereof may be from time to time delegated by the Secretary or Treasurer,
with the consent of the Board of Directors, to an Assistant Secretary or
Assistant Treasurer. The Assistant Secretary or Assistant Treasurer shall
have the authority to perform such acts as may be delegated to him by the
Secretary or Treasurer with the consent of the Board of Directors.
Section 14. For their services, the Vice Chairman (if appointed), the
Executive Vice President (if appointed), the Vice President(s), the
Secretary, the Treasurer and the Assistant Secretary or Assistant Treasurer
(if appointed) shall each receive such salary and other compensation as may
be fixed by the President, or, in his absence, by the directors.
Section 15. As assigned and directed by the Board of Directors, the
Vice President(s), the Secretary or the Treasurer shall perform those duties
of the Chairman, the Vice Chairman (if appointed), the President or the
Executive Vice President (if appointed) at such times as the Chairman, the
Vice Chairman (if appointed), the President or the Executive Vice President
(if appointed) is unable to perform the duties conferred upon him by reason
of absence or inability or unfitness to carry out said duties.
Article VI. Indemnification of Directors, Officers and Other Persons
Section 1. The Corporation shall indemnify its directors, officers,
those employees of the Corporation appointed by the President to serve on the
Corporation's Executive Committee and those employees selected by the
Executive Committee to be the Division Managers, to the fullest extent
permitted by law, except in an action brought directly by the Corporation
against such person.
Section 2. To the extent permitted by law, the right to indemnification
conferred in this Article (a)shall apply to acts or omissions antedating the
adoption of this Article; (b)shall be severable; (c)shall continue as to a
person who has ceased to be such director, officer or employee; and (d) shall
inure to the benefit of the heirs, executors and administrators of such
person.
Section 3. This article may be repealed or amended from time to time by
the Board of Directors with or without shareholder approval; provided
however, that no such repeal or amendment shall limit the right to
indemnification conferred in this Article for liability for acts or omissions
which occurred prior to the time of such repeal or amendment.
Section 4. If the Corporation indemnifies or advances expenses to a
director under this Article, the Corporation shall, if required by Section
79-4-16.21(a) of the Mississippi Code of 1972, as amended, report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholder meeting.
Article VII. Dividends and Finance.
Section 1. Dividends may be declared from time to time by resolution
of the Board of Directors; but no dividends shall be paid if, after giving
them effect, (a) the corporation would not be able to pay its debts as they
become due in the usual course of business; or (b) the corporation's total
assets would be less than the sum of its total liabilities plus (unless the
Articles of Incorporation permit otherwise) the amount that would be needed,
if the corporation were to be dissolved at the time of the distribution, to
satisfy the preferential rights upon dissolution of stockholders whose
preferential rights are superior to those receiving the distribution.
Section 2. The funds of the corporation shall be deposited in those
depository institutions designated by the Board of Directors, and such funds
may be withdrawn upon the check or demand of either the Chairman of the
Board, the President, the Vice President(s), the Secretary or the Treasurer
or by authority granted to some other individual by the Chairman of the
Board, the Vice Chairman of the Board, or the President or the Executive Vice
President (if any) and one other officer of the corporation by appropriate
notice directed to any such banking institution or trust company.
Article VIII. Contracts and Loans.
The Board of Directors may authorize any officer or officers, and any
agent or agents to enter into any contract, make any loan or execute and
deliver any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to a specific instance.
Article IX. Fiscal Year.
The fiscal year of the corporation shall end on the 31st day of October
in each year.
Article X. Corporate Seal.
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation and the words "Corporate Seal." The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
Article XI. Waiver of Notice.
Whenever any notice is required to be given to any stockholder or
director of the corporation under the provisions of these By-laws or under
the provisions of the Articles of Incorporation or under the provisions of
the Mississippi Business Corporation Act, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
date and time stated in the notice, and filed with the minutes or corporate
records, shall be equivalent to the giving of such notice.
Article XII. Transfer Agent.
The Board of Directors shall be authorized, in its discretion, to
contract with and employ a securities transfer agent, either within or
without the State of Mississippi for the general purposes of issuing and
cancelling stock and other security certificates of the corporation, of
transfer processing and of other related security services. The services of
any security transfer agent, for which the Board may contract, may include,
but not be limited to, all security processing, stockholder record-keeping,
election processing, dividend payment, dividend reinvestment, tax
information, notices and proxies, securities regulation reporting, and
corporate reorganization work related to securities. Any transfer agent, if
employed, shall be authorized and empowered to affix official signatures and
the seal of the corporation to stock and other security certificates by
facsimile and to sign on its behalf any and all stock and other security
certificates issued by the corporation.
Article XIII. Amendments.
These By-laws may be altered, amended or repealed or new By-laws may be
adopted by the Board of Directors at any regular or special meeting of the
Board of Directors. Any alteration, amendment or repeal of, or any addition
to, these By-laws which affects classes of directors, the filling of
vacancies on the Board of Directors, the removal of directors, super majority
voting requirements, cumulative voting and classes of stock including
preferences, limitations and relative rights thereof shall require an
affirmative vote of two-thirds (2/3) or more of all the directors in office
when the action is taken; provided that such two-thirds (2/3) vote shall not
be required for any such alteration, amendment or repeal of, or any addition
to, these By-laws at a time when no person, corporation or entity, other than
a member of the Sanderson Family (as such term is defined in Article NINTH of
the Articles of Incorporation), beneficially owns (as such term is defined in
Article NINTH of the Articles of Incorporation) 20% or more of the
outstanding shares of Common Stock of the corporation or 20% or more of the
total voting power of the corporation entitled to vote on any such matter at
a meeting of stockholders.
