Exhibit
3.4
By-laws of Bunge Limited
Finance Corp.
BUNGE LIMITED FINANCE CORP.
BY-LAWS
TABLE
OF CONTENTS
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SECTION 1.01. Registered Office. The registered office of Bunge Limited
Finance Corp. (the “Company”) shall be set forth in the
Certificate of Incorporation, as they may be amended from time to time.
SECTION 1.02. Other Offices. The Company may also have an office at such
other places as the Board of Directors may from time to time determine or as
the business of the Company may require.
The books and records of the Company may be kept (except as otherwise
provided by law) at the office of the Company in the City of White Plains,
State of New York, or at such other places as from time to time may be
determined by the Board of Directors.
SECTION 2.01. Place of Meetings. All
meetings of the stockholders for the election of directors or for any other
purpose shall be held at such time and place, within or outside the State of
Delaware as shall be designated by the Board of Directors. In the absence of any such designation by
the Board of Directors, each such meeting shall be held at the principal office
of the Company.
SECTION 2.02. Annual Meeting. An
annual meeting of stockholders shall be held for the purpose of electing
Directors and transacting such other business as may properly be brought before
the meeting. The date of the annual
meeting shall be determined by the Board of Directors.
SECTION 2.03. Special Meetings.
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by law, may be called by the President and shall be called
by the Secretary at the direction of a majority of the Board of Directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote.
SECTION 2.04. Notice of Meetings.
Written notice of each meeting of the stockholders stating the place, date and
time of the meeting shall be given not less than ten (10) nor more than sixty
(60) days before the date of the meeting, to each stockholder entitled to vote
at such meeting. The notice of any
special meeting of stockholders shall state the purpose for which the meeting
is called.
SECTION 2.05. Quorum. At any meeting of the stockholders, the
holders of a majority of the common stock issued and outstanding, present in
person or represented by proxy, shall constitute a quorum for the transaction
of business except as otherwise provided by statute
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or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the holders of the common stock present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. If
the adjournment is for more than thirty (30) days, or if after the adjournment
a new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
SECTION 2.06. Organization. The Chairman of the Board of Directors, if
elected, or, if not elected or not present, the President, shall call to order
meetings of the stockholders and shall act as chairman of such meetings. The Board of Directors or the stockholders
may appoint any stockholder or any director or officer of the Company to act as
chairman of any meeting in the absence of the Chairman of the Board and the
President.
The Secretary of the
Company shall act as secretary of all meetings of the stockholders, but in the
absence of the Secretary the presiding officer may appoint any other person to
act as secretary of any meeting.
SECTION 2.07. Proxies and Voting. At
all meetings of the stockholders, each stockholder shall be entitled to vote,
in person or by proxy, the shares of voting stock owned by such stockholder of
record on the record date for the meeting.
When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of law or of the
Certificate of Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
SECTION 2.08. Ratification. Any transaction questioned in any
stockholders’ derivative suit, or any other suit to enforce alleged rights of
the Company or any of its stockholders, on the ground of lack of authority,
defective or irregular execution, adverse interest of any director, officer or
stockholder, non-disclosure, miscomputation or the application of improper
principles or practices of accounting may be approved, ratified and confirmed
before or after judgment by the Board of Directors or by the holders of common
stock, and, if so approved, ratified or confirmed, shall have the same force
and effect as if the questioned transaction had been originally duly authorized
and said approval, ratification or confirmation shall be binding upon the
Company and all of its stockholders and shall constitute a bar to any claim or
execution of any judgment in respect of such questioned transaction.
SECTION 2.09. Consent in Lieu of Meeting. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken in connection with any corporate
action by any provision of the statutes or of the Certificate of Incorporation,
the meeting and vote of stockholders may be dispensed with if all the
stockholders who would have
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been entitled to vote upon the action if such meeting
were held, shall consent in writing to such corporate action being taken.
SECTION 3.01. Number, Term of Office,
and Eligibility. Except as provided
by the laws of the State of Delaware or by the Certificate of Incorporation,
the business and the property of the Company shall be managed and controlled by
a Board of not less than five nor more than seven directors, the exact number
to be fixed from time to time by resolution of the Board of Directors or of the
stockholders, each director to be elected annually by ballot by the holders of
common stock at the annual meeting of the stockholders, to serve until his
successor shall have been elected and shall have qualified, except as provided
in this Section. Two directors shall at
all times be an “independent director” pursuant to ARTICLE FOUR of the
Certificate of Incorporation. Directors
need not be stockholders of the Company.
SECTION 3.02. Meetings. The directors may hold their meetings, both
regular and special, outside of the State of Delaware at such place as from
time to time they may determine.
The annual meeting of the
Board of Directors, for the election of executive officers and the transaction
of such other business as may come before the meeting, shall be held at the
same place as, and immediately following, the annual meeting of the
stockholders, and no notice thereof shall be required to be given to the
directors.
Other regular meetings of
the Board of Directors may be held at such time and place as shall from time to
time be determined by the Board.
Special meetings of the
Board of Directors may be called by the President. Special meetings shall be called by the Secretary on the written
request of any Director.
SECTION 3.03. Notice of Meetings.
Written or verbal notice to each Director of each special meeting stating the
place, date, time and purposes of such meeting shall be given not less than two
(2) hours nor more then ten (10) days before the time of the meeting. No notice of regular meetings need be given.
SECTION 3.04. Quorum and Organization of
Meetings. At all meetings of the
Board of Directors a majority of the total number of Directors shall constitute
a quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these By-Laws. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
The Chairman of the Board, if elected, shall act as chairman at
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all meetings of the Board of Directors. If a Chairman of the Board is not elected
or, if elected, is not present, the President or, in the absence of the
President, a Vice Chairman (who is also a member of the Board of Directors and,
if more than one (1), in the order designated by the Board of Directors or, in
the absence of such designation, in the order of their election), if any, or if
no such Vice Chairman is present, a Director chosen by a majority of the
Directors present, shall act as chairman at meetings of the Board of Directors.
SECTION 3.05. Powers. In addition to the powers and authorities by
these By-Laws expressly conferred upon them, the Board of Directors shall have
and may exercise all such powers of the Company and do all such lawful acts and
things that are not by statute or by the Certificate of Incorporation or by
these By-Laws directed or required to be exercised or done by the stockholders,
subject however, to any limitations on the business or purposes of the Company
set forth in the Certificate of Incorporation.
SECTION 3.06. Reliance Upon Books,
Reports and Records. Each director,
each member of any committee designated by the Board of Directors and each
officer, in the performance of his duties, shall be fully protected in relying
in good faith upon the books of account or reports made to the Company by any
of its officials, or by an independent certified public accountant, or by an
appraiser selected with reasonable care by the Board of Directors or by any
such committee, or in relying in good faith upon other records of the Company.
SECTION 3.07. Compensation of Directors. Directors, as such, may receive, pursuant to
resolution of the Board of Directors, fixed fees and other compensation for
their services as directors, including, without limitation, services as members
of committees of the directors; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Company in any other
capacity and receiving compensation therefor.
SECTION 4.01. Committees of the Board of
Directors. The Board of Directors
may from time to time establish standing committees or special committees of
the Board of Directors, each of which shall have such powers and functions as
may be delegated to it by the Board of Directors; provided, however, that the
committee may not take any action requiring the consent of the Independent
Directors (as set forth in the Certificate of Incorporation) without the
consent of such Independent Directors.
The Board of Directors may abolish any committee established by or
pursuant to this Section 4.01 as it may deem advisable. Each such committee shall consist of two or
more directors, the exact number being determined from time to time by the
Board of Directors. Designations of the
chairman and members of each such committee and, if desired, alternates for
members, shall be made by the Board of Directors.
SECTION 4.02. Rules and Procedures. Each committee may fix its own rules and
procedures and shall meet at such times and places as may be provided by such
rules, by
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resolution of the committee, or by call of the
chairman. Notice of meeting of each
committee, other than of regular meetings provided for by its rules or
resolutions, shall be given to committee members. The presence of a majority of the members of the Executive
Committee shall constitute a quorum of
any committee, and all questions shall be decided by a majority vote of the
members present at the meeting. All
action taken at each committee meeting shall be recorded in minutes of the
meeting.
The Company may have a
General Counsel who shall be appointed by the Board of Directors and who shall
have general supervision of all matters of a legal nature concerning the
Company.
SECTION 6.01. Officers. The officers
of the Company shall be chosen by the Board of Directors and shall be a
President, a Secretary and a Treasurer.
The Board of Directors may also elect a Chairman of the Board, one (1)
or more Vice Chairmen, one (1) or more Vice Presidents, one (1) or more
Assistant Secretaries and Assistant Treasurers and such other officers and
agents as it shall deem appropriate.
Any number of offices may be held by the same person.
SECTION 6.02. Term of Office. The officers of the Company shall be elected
at the annual meeting of the Board of Directors and shall hold office until
their successors are elected and qualified.
Any officer elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors.
Any vacancy occurring in any office of the Company required by this Article
shall be filled by the Board of Directors, and any vacancy in any other office
may be filled by the Board of Directors.
Each such successor shall hold office for the unexpired term, until his
successor is elected and qualified or until he sooner dies, resigns, is removed
or becomes disqualified.
SECTION 6.03. The Chairman of the Board
of Directors. The Chairman of the Board, when elected, shall be the Chief
Executive Officer of the Company and, as such, shall have general supervision,
direction and control of the business and affairs of the Company, subject to
the control of the Board of Directors, shall preside at meetings of
stockholders and shall have such other functions, authority and duties as
customarily appertain to the office of the chief executive of a business
corporation or as may be prescribed by the Board of Directors.
SECTION 6.04. The President. During any period when there shall be an
office of Chairman of the Board, the President shall be the Chief Operating
Officer of the Company and shall have such functions, authority and duties as
may be prescribed by the Board of
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Directors or the Chairman of the Board. During any period when there shall not be an
office of Chairman of the Board, the President shall be the Chief Executive
Officer of the Company and, as such, shall have the functions, authority and
duties provided for the Chairman of the Board when there is an office of
Chairman of the Board.
SECTION 6.05. The Vice Presidents. The Vice President shall perform such duties
and have such other powers as may from time to time be prescribed by the Board
of Directors, the Chairman of the Board or the President.
SECTION 6.06. Treasurer and Assistant
Treasurer. The Treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Company and shall deposit all moneys and other valuable effects in the name and
to the credit of the Company in such depositories as may be designated by the
Board of Directors. The Treasurer shall
disburse the funds of the Company as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the Chairman
of the Board, the President and the Board of Directors, at its regular meetings
or when the Board of Directors so requires, an account of all transactions as
Treasurer and of the financial condition of the Company. The Treasurer shall perform such other
duties as may from time to time be prescribed by the Board of Directors, the
Chairman of the Board or the President.
The Assistant Treasurer,
or if there shall be more than one (1), the Assistant Treasurers in the order
determined by the Board of Directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the Treasurer or
in the event of the Treasurer’s inability or refusal to act, perform the duties
and exercise the powers of the Treasurer and shall perform such other duties
and have such other powers as may from time to time be prescribed by the Board
of Directors, the Chairman of the Board, the President or the Treasurer.
SECTION 6.07. Secretary and Assistant
Secretary. The Secretary shall keep
a record of all proceedings of the stockholders of the Company and of the Board
of Directors, and shall perform like duties for the standing committees when
required. The Secretary shall give, or
cause to be given, notice, if any, of all meetings of the stockholders and
shall perform such other duties as may be prescribed by the Board of Directors,
the Chairman of the Board or the President.
The Secretary shall have custody of the corporate seal of the Company
and the Secretary, or in the absence of the Secretary any Assistant Secretary,
shall have authority to affix the same to any instrument requiring it, and when
so affixed it may be attested by the signature of the Secretary or an Assistant
Secretary. The Board of Directors may
give general authority to any other officer to affix the seal of the Company
and to attest such affixing of the seal.
The Assistant Secretary,
or if there be more than one (1), the Assistant Secretaries in the order
determined by the Board of Directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the Secretary or
in the event of the Secretary’s inability or refusal to act, perform the duties
and exercise the powers of the Secretary and shall
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perform such other duties
as may from time to time be prescribed by the Board of Directors, the Chairman
of the Board, the President or the Secretary.
SECTION 6.08. Salaries. Salaries of officers, agents or employees
shall be fixed from time to time by the Board of Directors or by such committee
or committees, or person or persons, if any, to whom such power shall have been
delegated by the Board of Directors.
Any employment contract, whether with an officer, agent or employee if
expressly approved or specifically authorized by the Board of Directors, may
fix a term of employment thereunder, and such contract, if so approved or
authorized, shall be valid and binding upon the Company in accordance with the
terms thereof, provided that this provision shall not limit or restrict in
any way the right of the Company at any time to remove from office, discharge
or terminate the employment of any such officer, agent or employee prior to the
expiration of the term of employment under any such contract, except that the
Company shall not thereby be relieved of any continuing liability for salary or
other compensation provided for in such contract.
SECTION 7.01. Resignations. Any director, officer or agent of the
Company, or any member of any committee may resign at any time by giving
written notice to the Board of Directors, to the Chairman of the Board of
Directors or to the Secretary of the Company.
Any such resignation shall take effect at the time specified therein, or
if the time be not specified therein, then upon receipt thereof. The acceptance of such resignation shall not
be necessary to make it effective.
SECTION 7.02. Removals. At any meeting thereof called for the
purpose, the holders of two-thirds of the common stock may remove from office
or terminate the employment of any director, officer or agent with or without
cause; and the Board of Directors, by vote of not less than a majority of the
entire Board of Directors at any meeting thereof called for the purpose, may,
at any time, remove from office or terminate the employment of any officer,
agent or member of any committee.
SECTION 7.03. Vacancies. Subject to Section 3.01, any vacancy
in the office of any director, officer or agent through death, resignation,
removal, disqualification, increase in the number of directors or other cause
may be filled by the Board of Directors (in the case of vacancies in the Board,
by the affirmative vote of a majority of the directors then in office, even
though less than a quorum remains) or by the stockholders, and the person so
elected shall hold office until his successor shall have been elected and shall
have qualified.
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SECTION 8.01. Certificates for Shares. The shares of the Company shall be
represented by certificates; provided, however, that the Board of
Directors may provide by resolution or resolutions that some or all of any or
all classes or series of the Company’s stock shall be uncertificated shares.
Certificates of stock in the Company, if any, shall be signed by or in the name
of the Company by the Chairman of the Board or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Company.
Where a certificate is countersigned by a transfer agent, other than the
Company or an employee of the Company, or by a registrar, the signatures of the
Chairman of the Board, the President or a Vice President and the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary may be
facsimiles. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, the certificate may be
issued by the Company with the same effect as if such officer, transfer agent
or registrar were such officer, transfer agent or registrar at the date of its
issue.
SECTION 8.02. Transfer. Upon surrender to the Company or the
transfer agent of the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Company to issue a new certificate of
stock or uncertificated shares in place of any certificate therefor issued by
the Company to the person entitled thereto, cancel the old certificate and
record the transaction on its books.
SECTION 8.03. Replacement. In case of the loss, destruction or theft of
a certificate for any stock of the Company, a new certificate of stock or
uncertificated shares in place of any certificate therefor issued by the
Company may be issued upon satisfactory proof of such loss, destruction or
theft and upon such terms as the Board of Directors may prescribe. The Board of Directors may in its discretion
require the owner of the lost, destroyed or stolen certificate, or his legal
representative, to give the Company a bond, in such sum and in such form and
with such surety of sureties as it may direct, to indemnify the Company against
any claim that may be made against it with respect to a certificate alleged to
have been lost, destroyed or stolen.
SECTION 9.01. Execution of Contracts. Except as otherwise provided by law or in
the By-Laws, all contracts or other instruments, authorized by the Board of
Directors either generally or particularly, may be executed and delivered in
the name of and on behalf of the Company by the Chairman of the Board of
Directors, the President or any Vice President. The
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Board of Directors, however, may authorize any other
officer or officers, agent or agents, in the name of and on behalf of the
Company, to enter into any contract or to execute and deliver any instrument,
and such authority may be general or confined to particular instances unless
authorized by the Board of Directors or expressly authorized by the By-Laws, no
officer, employee or agent shall have any power or authority to bind the
Company by any contract or engagement or to pledge its credit or to render it
pecuniarily liable for any purpose or to any amount.
SECTION 9.02. Indebtedness. No borrowings shall be contracted on behalf
of the Company and no negotiable paper in evidence thereof shall be issued in
its name unless authorized by resolution of the Board of Directors. When authorized by the Board of Directors so
to do, any officer or agent of the Company thereunto authorized may effect
loans and advances at any time for the Company from any bank, trust company or
other institution, or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds, or
other certificates or evidences of indebtedness of the Company and, when
authorized so to do, may pledge, hypothecate or transfer any securities or
other property of the Company as security for any such loans or advances. Such authority may be general or confined to
particular instances.
SECTION 9.03. Checks, Drafts, Etc. All checks, drafts, and other orders for the
payment of moneys out of the funds of the Company shall be signed on behalf of
the Company in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 9.04. Deposits. All funds of the Company not otherwise
employed shall be deposited from time to time to the credit of the Company in
such banks, trust companies or other depositories as the Board of Directors may
select or as may be selected by any officer or officers, agent or agents of the
Company to whom such power from time to time may be delegated by the Board;
and, for the purpose of such deposit, the Chairman of the Board of Directors,
the President, any Vice President, the Treasurer, the Secretary or any other
officer or agent or employee of the Company to whom such power may be delegated
by the Board or by any person designated by the Board to delegate such
authority may endorse, assign and deliver checks, drafts and other orders for
the payment of moneys which are payable to the order of the Company.
The fiscal year of the
Company shall be fixed by resolution of the Board of Directors.
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SECTION 11.01. Waiver of Notice. Whenever any notice is required to be given
under law or the provisions of the Certificate of Incorporation or these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent to notice.
SECTION 11.02. Voting Upon Stocks. The Board of Directors (whose authorization
in this connection shall be necessary in all cases) may from time to time
appoint an attorney or attorneys or agent or agents of the Company, or may at
any time or from time to time authorize the Chairman of the Board of Directors,
the President, any Vice President, the Treasurer or the Secretary to appoint an
attorney or attorneys or agent or agents of the Company, in the name and on
behalf of the Company, to cast the votes which the Company may be entitled to
cast as a stockholder or otherwise in any other corporation or association, any
of the stock or securities of which may be held by the Company, at meetings of
the holders of the stock or other securities of such other corporation or
association, or to consent in writing to any action by any such other
corporation or association, and the Board of Directors or any aforesaid officer
so authorized may instruct the person or persons so appointed as to the manner
of counting such votes or giving such consent, and the Board of Directors or
any aforesaid officer so authorized may from time to time authorize the
execution and delivery, on behalf of the Company and under its corporate seal
or otherwise, of such written proxies, consents, waivers or other instruments
as may be deemed necessary or proper in the premises.
The Board of Directors
shall have power to make, alter, amend or repeal the By-Laws of the Company by
vote of not less than a majority of the entire Board at any meeting of the
Board and the holders of common stock shall have power to make, alter, amend or
repeal the By-Laws at any regular or special meeting, if the substance of such
amendment be contained in the notice of such meeting of the Board, or of such
meeting of stockholders, as the case may be.
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