BYLAWS
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OF
RALSTON PURINA COMPANY
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(AS AMENDED NOVEMBER 16, 2000)
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ARTICLE I - SHAREHOLDERS
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SECTION 1. ANNUAL MEETING: The annual meeting of shareholders shall be held
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at the principal office of the Company, or at such other place either within or
without the State of Missouri as the Board of Directors may from time to time
determine, at 2:00 P.M. on the third Thursday in January in each year, or such
other time as may be determined by the Chairman of the Board, or if said day be
a legal holiday then on the next succeeding business day, to elect Directors and
transact such other business as may properly come before the meeting.
SECTION 2. SPECIAL MEETINGS: Special meetings of shareholders may be called
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by the Board of Directors, the Chairman of the Board, the President or the
Secretary; and each such meeting shall be held at such time, and at such place
either within or without the State of Missouri, as may be specified in the
notice thereof. The business conducted at a special meeting shall be limited to
the matter or matters that have been specified in the notice therefor.
SECTION 3. NOTICE: Notice of each annual or special meeting of
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shareholders, stating the time and place thereof and, in the case of a special
meeting, the purpose or purposes for which such special meeting is called, shall
be served upon or mailed to each shareholder of record entitled to vote at such
meeting at least ten days but not more than seventy days prior to the meeting.
Such other or additional notice shall be given as may be required by law.
SECTION 4. QUORUM: At any meeting of shareholders, the holders of a
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majority of the outstanding shares entitled to vote thereat and the holders of a
majority of the votes of the outstanding shares entitled to vote thereat, and
present in person or represented by proxy, shall constitute a quorum for all
purposes. The holders of a majority of the outstanding shares present and
entitled to vote at any meeting and a majority of the votes of such shares may
adjourn the same from time to time to a specified date not more than ninety days
after such adjournment, without notice other than announcement at the meeting,
and any business may be transacted at such adjourned meeting as originally
notified.
SECTION 5. BUSINESS BROUGHT BEFORE ANNUAL MEETINGS; ADVANCE NOTICE: At any
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annual meeting of shareholders, only such business shall be conducted as shall
have been properly brought before the meeting. In addition to any other
requirements imposed by or pursuant to law, the Articles or these Bylaws, each
item of business to be properly brought before an annual meeting must (i) be
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board or the persons calling the meeting pursuant to these
Bylaws; (ii) be otherwise properly brought before the meeting by or at the
direction of the Board; or (iii) be otherwise properly brought before the
meeting by a shareholder. For business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary of the Company. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Company not less than one hundred twenty days nor more than one
hundred fifty days prior to the annual meeting; provided, however, that in the
event less than one hundred thirty days' notice or prior public disclosure of
the date of the annual meeting is given or made to shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date of
the annual meeting was made or such public disclosure was made. For purposes of
these Bylaws, "public disclosure" shall mean disclosure in a press release
reported by a national news service, or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to Sections 13, 14
or 15(d) of the Securities Exchange Act of 1934, as amended. A shareholder's
notice to the Secretary shall set forth as to each matter he or she proposes to
bring before the meeting (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and address, as they appear in the Company's shareholder
records, of the shareholder(s) proposing such business, (iii) the class and
number of shares of the Company's capital stock which are beneficially owned by
the proposing shareholder(s), and (iv) any material interest of the proposing
shareholder(s) in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
provisions of this Section, and if he or she should so determine, shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. The Chairman of the meeting shall have
absolute authority to decide questions of compliance with the foregoing
procedures, and his or her ruling thereon shall be final and conclusive.
SECTION 6. ORGANIZATION: Each meeting of shareholders shall be convened by
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the President, Secretary or other officer or person calling the meeting by
notice given in accordance with these Bylaws. The Chief Executive Officer, or
any person appointed by the Chief Executive Officer prior to any meeting of
shareholders, shall act as Chairman of each meeting of shareholders. In the
absence of the Chief Executive Officer, or a person appointed by the Chief
Executive Officer to act as Chairman of the meeting, the shareholders present at
the meeting shall designate a shareholder present to act as Chairman of the
meeting. The Secretary of the Company, or a person designated by the Chairman,
shall act as Secretary of each meeting of shareholders. Whenever the Secretary
shall act as Chairman of the meeting, or shall be absent, the Chairman of the
meeting shall appoint a shareholder present to act as Secretary of the meeting.
ARTICLE II - BOARD OF DIRECTORS
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SECTION 1. ELECTION; TENURE; QUALLFLCATLONS: The Board of Directors shall
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consist of not less than nine nor more than eighteen members, such Directors to
be classified in respect of the time for which they shall severally hold office
by dividing them into three classes of approximately equal size, each class to
be elected for a term of three years; and the number of Directors shall be fixed
by a resolution of the Board of Directors adopted from time to time.
Directors shall be elected at each annual meeting of shareholders, to hold
office until the expiration of the term of their respective class, or until
their respective successors shall be elected and shall qualify, or until their
earlier death, resignation or removal.
Nominations of persons for election to the Board of Directors of the
Company may be made at an annual meeting of shareholders by or at the direction
of the Board or any committee thereof designated by the Board, or by any
shareholder of the Company entitled to vote for the election of Directors at the
meeting who complies with the procedures set forth herein. In order for persons
nominated to the Board, other than those persons nominated by or at the
direction of the Board, to be qualified to serve on the Board, such nominations
shall be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a shareholder's notice shall be delivered to or mailed
and received by the Secretary of the Company not less than one hundred twenty
days nor more than one hundred fifty days prior to the meeting; provided,
however, that in the event less than one hundred thirty days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. Such
shareholder's notice shall set forth (i) as to each person whom the shareholder
proposes to nominate for election or re-election as a Director, (A) the name,
age, business address and residence address of such person, (B) the principal
occupation or employment of such person for the previous five years, (C) the
class and number of shares of the Company's capital stock which are beneficially
owned by such person, (D) such person's written consent to being named as a
nominee and to serving as a Director if elected, and (E) any other information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, and (ii) as to the shareholder(s) making the nomination (A) the name
and address, as they appear in the Company's shareholder records, of such
shareholder(s) and (b) the class and number of shares of the Company's capital
stock which are beneficially owned by such shareholder(s). No person shall be
qualified for election as a Director of the Company unless nominated in
accordance with the procedures set forth in this Section 1. The Chairman of a
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
Bylaws, and if he or she should so determine, shall so declare to the meeting,
and the defective nomination shall be disregarded. The Chairman of a meeting
shall have absolute authority to decide questions of compliance with the
foregoing procedures, and his or her ruling thereon shall be final and
conclusive.
SECTION 2. POWERS: The Board of Directors shall have power to manage and
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control the property and affairs of the Company, and to do all such lawful acts
and things which, in their absolute judgment and discretion, they may deem
necessary and appropriate for the expedient conduct and furtherance of the
Company's business.
SECTION 3. CHAIRMAN: The Directors shall elect one of their number to be
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Chairman of the Board. The Chairman shall preside at all meetings of the Board,
unless absent from such meeting, in which case, if there is a quorum, the
Directors present may elect another Director to preside at such meeting.
SECTION 4. MEETINGS: Regular meetings of the Board may be held without
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notice at such time and place either within or without the State of Missouri as
shall from time to time be determined by the Chairman of the Board. Special
meetings of the Board may be held at any time and place upon the call of the
Chairman of the Board, the President, or Secretary of the Company.
SECTION 5. QUORUM: A majority of the full Board of Directors shall
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constitute a quorum at all meetings of the Board, and the act of the majority of
the Directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors unless a greater number of Directors is required
by the Articles of Incorporation, the Bylaws or by law. At any meeting of
Directors, whether or not a quorum is present, the Directors present thereat may
adjourn the same from time to time without notice other than announcement at the
meeting.
SECTION 6. VACANCIES: Vacancies on the Board and newly created
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directorships resulting from any increase in the number of Directors to
constitute the Board of Directors may be filled by an affirmative vote of a
majority of the Directors then in office, although less than a quorum, or by a
sole remaining Director, to serve in office until the class to which the
Director has been so elected by the Directors is presented for election by the
shareholders of the corporation.
SECTION 7. COMPENSATION OF DIRECTORS: The Board of Directors may, by
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resolution passed by a majority of the whole Board, fix the terms and amount of
compensation payable to any person for his or her services as Director, if such
Director is not otherwise compensated for services rendered as an officer or
employee of the Company; provided, however, that any Director may be reimbursed
for reasonable and necessary expenses of attending meetings of the Board, or
otherwise incurred for any Company purpose; and provided, further, that members
of special or standing committees may also be allowed compensation and expenses
similarly incurred.
SECTION 8. COMMITTEES OF THE BOARD OF DIRECTORS: The Board of Directors
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may, by resolution passed by a majority of the whole Board, designate two or
more Directors to constitute an Executive Committee of the Board which shall
have and exercise all of the authority of the Board of Directors in the
management of the Company, in the intervals between meetings of the Board of
Directors. In addition, the Board may appoint any other committee or
committees, with such members, functions, and powers as the Board may designate.
The Board shall have the power at any time to fill vacancies in, to change the
size or membership of, or to dissolve, any one or more of such committees. Each
such committee shall have such name as may be determined by the Board, and shall
keep regular minutes of its proceedings and report the same to the Board of
Directors for approval as required.
ARTICLE III - OFFICERS
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SECTION 1. OFFICERS; ELECTION: The officers of the Company elected by the
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Board shall be a Chairman of the Board, a Chief Executive Officer, a President
and a Secretary, and may be, as the Board may from time to time designate, one
or more Vice Chairmen of the Board, one or more Executive Vice Presidents, one
or more Senior Vice Presidents, one or more Group Vice Presidents, one or more
Vice Presidents, a General Counsel, a Treasurer, and a Controller. The Chairman
of the Board or the Chief Executive Officer may, from time to time, appoint one
or more officers with such titles and responsibilities as the Chairman or Chief
Executive Officer deems appropriate, including, but not limited to, Chief
Executive Officers, Presidents, Executive Vice Presidents or Vice Presidents of
divisions, business units or functions; and Assistant Secretaries, Assistant
Treasurers and Assistant Controllers. Any two or more offices may be held by
the same person except the offices of Chairman of the Board and Secretary.
SECTION 2. TERMS; COMPENSATION: All officers of the Company shall hold
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office at the pleasure of the Board of Directors. The compensation each officer
is to receive from the Company shall be determined in such manner as the Board
of Directors shall from time to time prescribe.
SECTION 3. POWERS; DUTIES: Each officer of the Company shall have such
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powers and duties as may be prescribed by resolution of the Board of Directors
or as may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 4. REMOVAL: Any officer elected by the Board of Directors may be
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removed by the Board of Directors whenever in its judgment the best interest of
the Company will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the officer so removed. The Chairman of the
Board may suspend any officer until the Board of Directors shall next convene.
ARTICLE IV - CAPITAL STOCK
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SECTION 1. STOCK CERTIFICATES: All certificates of stock of the Company
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shall be signed by the Chairman of the Board or the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Company, and shall bear the corporate seal of the
Company. To the extent permitted by law, the signatures of such officers, and
the corporate seal, appearing on certificates of stock, may be facsimile,
engraved or printed. In case any such officer who signed or whose facsimile
signature appears on any such certificate shall have ceased to be such officer
before the certificate is issued, such certificate may nevertheless be issued by
the Company with the same effect as if such officer had not ceased to be such
officer at the date of its issue.
The Company shall not issue a certificate for a fractional share; however,
the Board of Directors may, in lieu of any fractional share, pay cash equal to
the value of such fractional share, or issue scrip or other evidence of
ownership upon such terms and conditions as it may deem advisable.
All certificates of stock of each class and series shall be numbered
appropriately.
SECTION 2. RECORD OWNERSHIP: The corporation shall maintain a record of
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the name and address of the holder of each certificate, the number of shares
represented thereby, and the date of issue and the number thereof. The
Company shall be entitled to treat the holder of record of any share of
stock as the holder in fact thereof, and accordingly it will not be bound to
recognize any equitable or other claim of interest in such share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Missouri.
SECTION 3. TRANSFERS: Transfers of stock shall be made on the books of the
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Company only by direction of the person named in the certificate, or by an
attorney lawfully constituted in writing, and upon the surrender of the
certificate therefor.
SECTION 4. TRANSFER AGENTS; REGISTRARS: The Board of Directors shall, by
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resolution, from time to time appoint one or more Transfer Agents, that may be
officers or employees of the Company, to make transfers of shares of stock of
the Company, and one or more Registrars to register shares of stock issued by or
on behalf of the Company. The Board of Directors may adopt such rules as it may
deem expedient concerning the issue, transfer and registration of stock
certificates of the Company.
SECTION 5. LOST CERTIFICATES: Each person whose certificate of stock has
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been lost, stolen or destroyed shall be entitled to have a replacement
certificate issued in the same name and for the same number of shares as the
original certificate, provided that such person has first filed with such
officers of the Company, Transfer Agents and Registrars, as the Board of
Directors may designate, an affidavit stating that such certificate was lost,
stolen or destroyed and a bond of indemnity, each in the form and with such
provisions as such officers, Transfer Agents and Registrars may reasonably deem
satisfactory.
SECTION 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have
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power to close the stock transfer books of the Company as permitted by law;
provided, however, that in lieu of closing the said books, the Board of
Directors may fix in advance a date, not exceeding seventy days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of shares shall go into effect, as a record date for
the determination of the shareholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights or to exercise the rights in
respect of any such change, conversion or exchange of shares, and in such case
such shareholders and only such shareholders as shall be shareholders of record
on the date of closing the transfer books or on the record date so fixed shall
be entitled to notice of, and to vote at, such meeting, and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Company after such date of closing of
the transfer books or such record date fixed as aforesaid.
ARTICLE V - OFFICES, SEAL, BOOKS, FISCAL YEAR
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SECTION 1. OFFICES: The principal office of the Company shall be located at
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Checkerboard Square, St. Louis, Missouri 63164.
SECTION 2. SEAL: The corporate seal of the Company shall be a circular
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seal; the words "RALSTON PURINA COMPANY, ST. LOUIS, MO." shall be embossed in
the outer margin; a nine-square bordered design, and the symbol "SEAL 1894"
shall be embossed in the central circular field; an impression of the same is
set forth hereon.
SECTION 3. PLACE FOR KEEPING BOOKS AND SEAL: The books of the Company, and
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its corporate minutes and corporate seal, shall be kept in the custody of the
Secretary at the principal office of the Company, or at such other place or
places and in the custody of such other person or persons as the Board of
Directors may from time to time determine.
SECTION 4. FISCAL YEAR: The fiscal year of the Company shall commence with
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the first day of October in each year.
