Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 170 804K
Business-Combination Transaction
2: EX-1.1 Placement Agreement 26 97K
3: EX-2.1 Articles of Merger 6 33K
4: EX-3.1.A Certificate of Incorporation 17 70K
5: EX-3.1.B Certificate of Amendment 2 17K
14: EX-3.10 Restated By-Laws 20 80K
6: EX-3.2.A Certificate of Incorporation 2 19K
7: EX-3.2.B Certificate of Correction 1 16K
8: EX-3.4 Articles of Incorporation 3 20K
9: EX-3.5 Certificate of Incorporation 3 19K
10: EX-3.6 Amended and Restated By-Laws 22 88K
11: EX-3.7 Amended and Restated By-Laws 20 84K
12: EX-3.8 Restated By-Laws 23 94K
13: EX-3.9 Restated By-Laws 23 94K
15: EX-4.1.A Indenture 106 411K
16: EX-4.1.B Specimen Certificate 12 47K
17: EX-4.2 Registration Rights Agreement 21 82K
18: EX-4.3.A Credit Agreement 73 278K
19: EX-4.3.B First Amendment to Credit Agreement 15 59K
20: EX-4.3.C Second Amendment to Credit Agreement 8 41K
21: EX-4.3.D Third Amendment to Credit Agreement 5 28K
22: EX-4.3.E Fourth Amendment to Credit Agreement 27 102K
23: EX-4.3.F Fifth Amendment to Credit Agreement 13 55K
24: EX-4.3.G Guaranty Agreement 7 39K
25: EX-5.1 Opinion of Blackwell Sanders Peper Martin LLP 2 20K
26: EX-10.1 1999 Equity Incentive Plan 20 77K
36: EX-10.10 Stock Purchase Agreement 47 184K
37: EX-10.11 Market Hog Contract Grower Agreement 9 44K
27: EX-10.2 Long-Term Incentive Plan 9 32K
28: EX-10.3 Executive Level Severance Plan 13 54K
29: EX-10.4 Vice President Level Severance Plan 13 54K
30: EX-10.5 Special Executive Retirement Plan 16 69K
31: EX-10.6.A Premium Standard Farms Deferred Compensation Plan 17 71K
32: EX-10.6.B Amendment No.1 Psf Deferred Compensation Plan 2 17K
33: EX-10.7 Consulting Agreememt 8 36K
34: EX-10.8 Services Agreement 10 47K
35: EX-10.9 Consulting Agreement 4 22K
38: EX-12.1 Statement Re Computation of Ratio of Earnings 1 17K
39: EX-21.1 Subsidiaries 1 14K
40: EX-23.2 Consent of Arthur Andersen LLP 1 14K
41: EX-23.3 Consent of Kpmg LLP 1 14K
42: EX-25.1 Form T-1 29 98K
43: EX-25.2 Statement of Eligibility and Qualification on T-1 30 100K
44: EX-99.1 Form of Letter 2 22K
45: EX-99.2 Form of Letter of Transmittal 9 42K
46: EX-99.3 Form of Notice of Guaranteed Delivery 4 24K
47: EX-99.4 Form of Instructions 2 20K
48: EX-99.5 Form of Letter to Clients 2± 16K
49: EX-99.6 Guidelines 4± 23K
EX-3.10 — Restated By-Laws
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Exhibit 3.10
RESTATED BYLAWS
OF
PREMIUM STANDARD FARMS OF NORTH CAROLINA, INC.
A Delaware corporation
ARTICLE 1
STOCKHOLDERS
1.1 Place of Meetings. Every meeting of Stockholders shall be held at
the Office of the Corporation or at such other place within or without the State
of Delaware as shall be specified or fixed in the notice of such meeting or in
the waiver of notice thereof.
1.2 Annual Meeting. A meeting of Stockholders shall be held annually
for the election of Directors and the transaction of other business at such hour
and on such Business Day as may be determined by the Board and designated in the
notice of meeting.
1.3 Substitute Annual Meeting. If the annual meeting of Stockholders
for the election of Directors and the transaction of other business is not held
within one hundred twenty (120) days following the Corporation's immediately
preceding fiscal year end, the Board shall call a meeting of Stockholders for
the election of Directors and the transaction of other business as soon
thereafter as convenient.
1.4 Special Meetings. A special meeting of Stockholders (other than a
special meeting for the election of Directors), unless otherwise prescribed by
statute, may be called at any time by the Board, the Chairman, the Chief
Executive Officer, the President or the Secretary, or by the holders of a
majority of all outstanding Shares entitled to vote at such meeting, voting as a
single class. At any special meeting of Stockholders only such business may be
transacted as is related to the purpose or purposes of such meeting set forth in
the notice thereof given pursuant to Section 1.6 hereof or in any waiver of
notice thereof given pursuant to Section 1.7 hereof.
1.5 Fixing Record Date. For the purpose of determining the Stockholders
entitled to notice of or to vote at any meeting of Stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining Stockholders entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or for the purpose of any other lawful action, the Board
may fix, in advance, a date as the record dated for any such determination of
Stockholders. Such record date shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting nor more than sixty (6) days prior
to any other action. If no such record date is fixed:
1.5.1 The record date for determining Stockholders entitled to
notice of or to vote at a meeting of Stockholders shall be at the close of
business on the day next preceding the day on
which notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held;
1.5.2 The record date for determining Stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the written consent
is expressed.
1.5.3 The record date for determining Stockholders for any
purpose other than those specified in Sections 1.5.1 and 1.5.2 shall be at the
close of business on the day on which the Board adopts the resolution relating
thereto.
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 1.5,
such determination shall apply to any adjournment thereof unless the Board fixes
a new record date for the adjourned meeting.
1.6 Notice of Meetings of Stockholders. Except as otherwise provided in
Sections 1.5 and 1.7 hereof, whenever under the provisions of the General
Corporation Law, the Certificate of Incorporation or these Bylaws, Stockholders
are required or permitted to take any action at a meeting, written notice shall
be given stating the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. A copy
of the notice of any meeting shall be given, personally or by mail, not less
than ten (10) nor more than sixty (60) days before the date of the meeting, to
each Stockholder entitled to notice of or to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, with postage prepaid, addressed to the Stockholder at his or her address
as it appears on the current records of the Corporation. An affidavit of the
Secretary or an Assistant Secretary that the notice required by this Section 1.6
has been given shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. If any meeting of Stockholders is adjourned to a different
date, time, or place, notice need not be given of the new date, time, or place
if the new date, time, or place is announced at the meeting before adjournment
and if a new record date is not fixed for the adjourned meeting. If a new record
date for the adjourned meeting is or must be fixed pursuant to Delaware law,
notice of the adjourned meeting must be given as provided in this Section to
persons who are Stockholders as of the new record date.
1.7 Waivers of Notice. Whenever notice is required to be given to any
Stockholder under any provision of the General Corporation Law or the
Certificate of Incorporation or the Bylaws, a written waiver thereof, signed by
the Stockholder entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a Stockholder at a
meeting shall constitute a waiver of notice of such meeting, except when the
Stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Stockholders need be
specified in any written waiver of notice unless so required by statute, the
Certificate of Incorporation or these Bylaws.
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1.8 List of Stockholders. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten (10) Business Days before every
meeting of Stockholders, a complete list of the Stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of Shares registered in the name of each Stockholder.
Such list shall be open to the examination of any Stockholder, the Stockholder's
agent, or attorney, at the Stockholder's expense, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10)
Business Days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any Stockholder who is
present.
1.9 Quorum of Stockholders; Adjournment. Shares entitled to vote may
take action on a matter at a meeting of Stockholders only if a quorum of those
Shares is present at the meeting. Except as otherwise provided by any statute,
the Certificate of Incorporation or these Bylaws, the holders of a majority of
all outstanding Shares of stock entitled to vote at any meeting of Stockholders,
present in person or represented by proxy, shall constitute a quorum for the
transaction of any business at such meeting. 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.
1.10 Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, every Stockholder of record shall be entitled at every meeting of
Stockholders to one vote for each Share standing in his or her name on the
record of Stockholders determined in accordance with Section 1.5 hereof. If the
Certificate of Incorporation provides for more or less than one vote for any
Share on any matter, each reference in the Bylaws or the General Corporation Law
to a majority or other proportion of Shares shall refer to such majority or
other proportion of the votes of such Shares. The provisions of Sections 212 and
217 of the General Corporation Law shall apply in determining whether any Shares
may be voted and the persons, if any, entitled to vote such Shares; but the
Corporation shall be protected in assuming that the persons in whose names
Shares stand on the stock ledger of the Corporation are entitled to vote such
Shares. At any meeting of Stockholders (at which a quorum was present to
organize the meeting), all matters, except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, shall be decided by a majority of
all the votes cast at such meeting by the holders of Shares, voting together as
a single class, present in person or represented by proxy and entitled to vote
thereon, whether or not a quorum is present when the vote is taken. Elections of
Directors shall be by written ballot unless otherwise provided in the
Certificate of Incorporation. In voting on any other question on which a vote by
ballot is required by law or is demanded by any Stockholder entitled to vote,
the voting shall be by ballot. Each ballot shall be signed by the Stockholder
voting or the Stockholder's proxy and shall state the number of Shares voted. On
all other questions, the voting may be viva voce. Each Stockholder entitled to
vote at a meeting of Stockholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to
act for such Stockholder by proxy. The validity and enforceability of any proxy
shall be determined in accordance with Section 212 of the General Corporation
Law. A Stockholder may revoke any proxy that is not irrevocable by attending the
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meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary.
1.11 Voting Procedures and Inspectors of Election at Meetings of
Stockholders. The Board, in advance of any meeting of Stockholders, may appoint
one or more inspectors to act at the meeting, or any adjournment thereof, and
make a written report thereof. If inspectors are not so appointed, the person
presiding at such meeting may, and on the request of any Stockholder entitled to
vote thereat shall, appoint one or more inspectors. In case any person appointed
fails to appear or act, the vacancy may be filled by appointment made by the
Board in advance of the meeting or at the meeting by the person presiding
thereat Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability. The inspector or
inspectors shall determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all Stockholders. On request of the person presiding at the meeting
or any Stockholder entitled to vote thereat, the inspector or inspectors shall
make a report in writing of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by him or them. Any report
or certificate made by the inspector or inspectors shall be prima facie evidence
of the facts stated and of the vote as certified by him or them.
1.12 Organization. At each meeting of Stockholders, the Chairman, or in
the absence of the Chairman, the Chief Executive Officer, or in the absence of
the Chief Executive Officer, the President, or in the absence of the President,
a Vice President, and in case more than one Vice President shall be present,
that Vice President designated by the Board (or in the absence of any such
designation, the most senior Vice President, based on age, present), shall act
as chairman of the meeting. The Secretary, or in his or her absence, one of the
Assistant Secretaries, shall act as Secretary of the meeting.
1.13 Order of Business. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
Shares present in person or represented by proxy and entitled to vote at the
meeting.
1.14 Written Consent of Stockholders Without a Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required by
the General Corporation Law to be taken at any annual or special meeting of
Stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by all of the persons who would be entitled to vote upon such
action at a meeting and delivered to the Secretary of the Corporation for
inclusion in the minutes or filing with the corporate records.
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ARTICLE 2
DIRECTORS
2.1 General Powers. Except as otherwise provided in the Certificate of
Incorporation, the business and affairs of the Corporation shall be managed by
or under the direction of the Board. The Board may adopt such rules and
regulations, not inconsistent with the Certificate of Incorporation or these
Bylaws or applicable laws, as it may deem proper for the conduct of its meetings
and the management of the Corporation. In addition to the powers expressly
conferred by these Bylaws, the Board may exercise all powers and perform all
acts that are not required, by these Bylaws or the Certificate of Incorporation
or by statute, to be exercised and performed by the Stockholders.
2.2 Number, Term and Qualifications. The number of directors
constituting the Board of the Corporation shall be three. Each Director shall
hold office until such Director's death, resignation, retirement, removal or
disqualification, or until election and qualification of such Director's
successor. The Stockholders or the Board from time to time may change the number
of directors by amending these Bylaws, but the Board may not increase or
decrease the number of Directors by more than thirty percent (30%) during any
twelve-month period. Directors need not be residents of the State of Delaware or
Stockholders of the Corporation.
2.3 Election. Except as provided in Section 2.5, the Directors shall be
elected at the annual meeting of the Stockholders; and those persons who receive
the highest number of votes at a meeting at which a quorum is present shall be
deemed to have been elected.
2.4 Removal. Any Director may be removed from office at any time with
or without cause by the affirmative vote of holders of a majority of the issued
and outstanding Shares. If a Director is elected by a voting group of
Stockholders, only the Stockholders of that voting group may participate in the
vote to remove such Director. A Director may not be removed by the Stockholders
at a meeting unless the notice of the meeting states that the purpose, or one of
the purposes, of the meeting is removal of the Director. If any Directors are so
removed, new Directors may be elected at the same meeting.
2.5 Vacancies. Unless otherwise provided in the Certificate of
Incorporation, vacancies occurring in the Board for any reason, including the
removal of Directors without cause, may be filled by the affirmative vote of a
majority of the remaining Directors or the sole remaining Director, as the case
may be, or may be elected by the affirmative vote of a plurality of the holders
of the Shares entitled to vote in the election at a special meeting of
Stockholders called for that purpose. A Director elected to fill a vacancy shall
be elected to hold office until a successor is elected and qualified, or until
the Director's death, resignation or removal.
2.6 Resignation. Any Director may resign at any time by written notice
to the Corporation. Such resignation shall take effect at the time therein
specified, and, unless otherwise specified in such resignation, the acceptance
of such resignation shall not be necessary to make it effective.
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2.7 Compensation. Each Director, in consideration of his or her service
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at Directors' meetings, or both, as the Board may
from time to time determine, together with reimbursement for the reasonable
out-of-pocket expenses, if any, incurred by such Director in connection with the
performance of his or her duties. Each Director who shall serve as a member of
any committee of Directors in consideration of serving as such shall be entitled
to such additional amount per annum or such fees for attendance at committee
meetings, or both, as the Board may from time to time determine, together with
reimbursement for the reasonable out-of-pocket expenses, if any, incurred by
such Director in the performance of his or her duties. Nothing contained in this
Section 2.7 shall preclude any Director from serving the Corporation or its
subsidiaries in any other capacity and receiving proper compensation therefor.
2.8 Times and Places of Meetings. The Board may hold meetings, both
regular and special, either within or without the State of Delaware. The times
and places for holding meetings of the Board may be fixed from time to time by
resolution of the Board or (unless contrary to a resolution of the Board) in the
notice of the meeting.
2.9 Annual Meetings. On the day when and at the place where the annual
meeting of Stockholders for the election of Directors is held, and as soon as
practicable thereafter, the Board shall hold its annual meeting, without notice
of such meeting, for the purpose of the election of officers and the transaction
of other business.
2.10 Regular Meetings. Regular meetings of the Board may be held
without notice at such times and at such places as shall from time to time be
determined by the Board.
2.11 Special Meetings. Special meetings of the Board may be called by
or at the request of the Chairman, the Chief Executive Officer, the President or
the Secretary or any two (2) or more Directors then serving on at least two (2)
day's notice to each Director mailed to the address designated by him for that
purpose or, if none is designated, at his last known address; or such notice may
be sent to each Director at such address by electronic telecommunications, or
may be delivered to him personally, not later than the day before the date on
which such meeting is to be held. Every such notice shall state the time and
place of the meeting but need not state the purposes of the meeting, except to
the extent required by law. If mailed, each notice shall be deemed given when
deposited, with postage thereon prepaid, in a post office or official depository
under the exclusive care and custody of the United State post office department.
Such mailing shall be by first class mail.
2.12 Adjourned Meetings. A majority of the Directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Notice of any
adjourned meeting of the Board need not be given to each Director, whether or
not present at the time of the adjournment. Any business may be transacted at an
adjourned meeting that might have been transacted at the meeting as originally
called.
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2.13 Waiver of Notice. Whenever the giving of any notice is required by
statute, the Certificate of Incorporation or these Bylaws, a waiver thereof, in
writing, signed by the person or persons entitled to said notice and delivered
to the Corporation for inclusion in the minutes or filing with the corporate
records, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. The attendance by a Director at, or the
participation of a Director 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 the Director's arrival thereat), objects to holding
the meeting or to transacting any business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Directors or a committee of Directors need be specified in any written
waiver of notice.
2.14 Organization. At each meeting of the Board, the Chairman, or in
the absence of the Chairman, the Chief Executive Officer, or in the absence of
the Chief Executive Officer, a chairman chosen by a majority of the Directors
present, shall preside. The Secretary shall act as secretary at each meeting of
the Board. In case the Secretary shall be absent from any meeting of the Board,
an Assistant Secretary shall perform the duties of secretary at such meeting;
and in the absence from any such meeting of the Secretary and all Assistant
Secretaries, the person presiding at the meeting may appoint any person to act
as secretary of the meeting.
2.15 Quorum of Directors. A majority of the Entire Board shall
constitute a quorum for the transaction of business or of any specified item of
business at any meeting of the Board.
2.16 Action by Majority Vote. Except as otherwise expressly required by
statute, the Certificate of Incorporation or these Bylaws, the act of a majority
of the Directors present at a meeting at which a quorum is present shall be the
act of the Board.
2.17 Action by the Board. All corporate action taken by the Board or
any committee thereof shall be taken at a meeting of the Board, or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee. Members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
of such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 2.17 shall constitute presence in person at such meeting. Except as
otherwise provided by the Certificate of Incorporation or by law, the vote of a
majority of the directors present (including those who participate by means of
conference telephone or similar communications equipment) at the time of the
vote, if a quorum is present at such time, shall be the act of the Board.
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ARTICLE 3
COMMITTEES OF THE BOARD
3.1 Appointment. The Board may, by resolution passed by a vote of a
majority of the Entire Board, designate one or more committees, each committee
to consist of two (2) or more of the Directors of the Corporation. The
designation of any committee and the delegation thereto of authority shall not
operate to relieve the Board, or any member thereof, of any responsibility or
liability imposed upon the Board, or any member thereof, by law.
3.2 Voting Procedure. If a member of a committee shall be absent from
any meeting, or disqualified from voting thereat, the remaining member or
members present and not disqualified from voting, whether or not such member or
members constitute a quorum, may, by a unanimous vote, appoint another member of
the Board to act at the meeting in the place of any such absent or disqualified
member.
3.3 Actions. Any such committee, to the extent authorized by law and
provided in the resolution of the Board passed as provided in Section 3.1
hereof, shall have and may exercise all the powers and authority of the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be impressed on all papers that may require it,
but no such committee shall have the power or authority of the Board in
reference to amending the Certificate of Incorporation or the Bylaws of the
Corporation, adopting an agreement of merger or consolidation under the laws of
the State of Delaware, recommending to the Stockholders (a) the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
or (b) a dissolution of the Corporation or a revocation of a dissolution; and,
unless the resolution designating it expressly so provides, no such committee
shall have the power and authority to declare a dividend, to authorize the
issuance of stock, or to adopt a plan of merger pursuant to the laws of the
State of Delaware.
3.4 Quorum. Unless otherwise specified in the resolution of the Board
designating a committee or in these Bylaws, at all meetings of such committee a
majority of the total number of members of the committee shall constitute a
quorum for the transaction of business, and the vote of a majority of the
members of the committee present at any meeting at which there is a quorum shall
be the act of the committee.
3.5 Procedures. Each committee shall keep regular minutes of its
meetings. Unless the Board otherwise provides, each committee designated by the
Board may make, alter and repeal rules for the conduct of its business. In the
absence of such rules each committee shall conduct its business in the same
manner as the Board conducts its business pursuant to Article 2 of these Bylaws.
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ARTICLE 4
OFFICERS
4.1 Positions. The officers of the Corporation shall be a Chief
Executive Officer, a President, a Secretary, a Treasurer and such other officers
as the Board may appoint, including a Chairman, one or more Vice Presidents and
one or more Assistant Secretaries and Assistant Treasurers, who shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board. The Board may designate one or more Vice Presidents as Executive Vice
Presidents and may use descriptive words or phrases to designate the standing,
seniority or areas of special competence of the Vice Presidents elected or
appointed by it. Any two (2) or more offices may be held by the same person,
except that no officer may act in more than one capacity where action of two (2)
or more officers is required.
4.2 Election. The officers of the Corporation shall be elected by the
Board at its annual meeting or at such other time or times as the Board shall
determine.
4.3 Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board. No officer shall be prevented from receiving a
salary or other compensation by reason of the fact that the officer also is a
Director. The election of an officer does not of itself create any contract
rights.
4.4 Term of Office. Each officer of the Corporation shall hold office
for the term for which he or she is elected and until such officer's successor
is chosen and qualifies or until such officer's earlier death, resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation. Such resignation shall take effect at the date of receipt of such
notice or at such later time as is therein specified, and, unless otherwise
specified, the acceptance of such resignation shall not be necessary to make it
effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any. Any officer elected or appointed by
the Board may be removed at any time, with or without cause, by vote of a
majority of the Entire Board but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Any vacancy occurring in any
Office of the Corporation shall be filled by the Board. The removal of an
officer without cause shall be without prejudice to the officer's contract
rights, if any. The election or appointment of an officer shall not of itself
create contract rights.
4.5 Fidelity Bonds. The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise.
4.6 Chairman. The Chairman of the Corporation, if one shall have been
appointed, shall preside at all meetings of the Stockholders and at all meetings
of the Board. The Chairman shall have general supervision over the business of
the Corporation, subject to the control of the Board and of any duly authorized
committee of Directors, and shall exercise such powers and perform such other
duties as shall be determined from time to time by the Board. The Chairman may
sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts and other instruments except in cases in which the signing and
execution thereof shall be expressly delegated by the Board
9
or by these Bylaws to some other officer or agent of the Corporation or shall be
required by statute otherwise to be signed or executed and, in general, the
Chairman shall perform all duties incident to the office of the Chairman.
4.7 Chief Executive Officer. The Chief Executive Officer of the
Corporation shall have general supervision over the business of the Corporation,
subject, however, to the control of the Board and any duly authorized committee
of Directors. The Chief Executive Officer shall preside at all meetings of the
Stockholders and at all meetings of the Board at which the Chairman (if there be
one) is not present. The Chief Executive Officer may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other instruments
except in cases in which the signing and execution thereof shall be expressly
delegated by the Board or by these Bylaws to some other officer or agent of the
Corporation or shall be required by statute otherwise to be signed or executed
and, in general, the Chief Executive Officer shall perform all duties incident
to the office of Chief Executive Officer of a corporation and such other duties
as may from time to time be assigned to the Chief Executive Officer by the
Board.
4.8 President. At the request of the Chairman or at the request of the
Board, the President shall perform all duties of the President and, in so
performing, shall have the power of, and be subject to all restrictions upon,
the President. The President may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments, except in cases in
which the signing and execution thereof shall be expressly delegated by the
Board or by these Bylaws to some other officer or agent of the Corporation, or
shall be required by statute otherwise to be signed or executed, and, in
general, the President shall perform all duties as from time to time may be
assigned to the President by the Board or the Chief Executive Officer.
4.9 Vice Presidents. At the request of the President, or, in the
President's absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the Board, or, in the absence of any such
designation, in order of seniority based on age) perform all of the duties of
the President and, in so performing, shall have all the powers of, and be
subject to all restrictions upon, the President. Any Vice President may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall be expressly delegated by the Board or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by statute otherwise
to be signed or executed, and each Vice President shall perform such other
duties as from time to time may be assigned to such Vice President by the Board,
the Chief Executive Officer or the President.
4.10 Secretary. The Secretary shall attend all meetings of the Board
and of the Stockholders and shall record all the proceedings of the meetings of
the Board and of the Stockholders in a book to be kept for that purpose, and
shall perform like duties for committees of the Board, when required. The
Secretary shall give, or cause to be given, notice of all special meetings of
the Board and of the Stockholders and shall perform such other duties as may be
prescribed by the Board or the Chief Executive Officer, under whose supervision
the Secretary shall be. The Secretary shall have custody of the corporate seal
of the Corporation, and the Secretary, or an Assistant Secretary, shall have
authority to impress the same on any instrument requiring it, and
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when so impressed the seal may be attested by the signature of the Secretary or
by the signature of such Assistant Secretary. The Board may give general
authority to any other officer to impress the seal of the Corporation and to
attest the same by such officer's signature. The Secretary or an Assistant
Secretary may also attest all instruments signed by the Chairman, the Chief
Executive Officer, the President or any Vice President. The Secretary shall have
charge of all the books, records and papers of the Corporation relating to its
organization and management, shall see that the reports, statements and other
documents required by statute are properly kept and filed and, in general, shall
perform all duties incident to the office of Secretary of a corporation and such
other duties as may from time to time be assigned to the Secretary by the Board
or the Chief Executive Officer.
4.11 Treasurer. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys and valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board; against proper vouchers, cause such funds to be disbursed by checks or
drafts on the authorized depositories of the Corporation signed in such manner
as shall be determined by the Board and be responsible for the accuracy of the
amounts of all moneys so disbursed; regularly enter or cause to be entered in
books or other records maintained for the purpose full and adequate account of
all moneys received or paid for the account of the Corporation; have the right
to require from time to time reports or statements giving such information as
the Treasurer may desire with respect to any and all financial transactions of
the Corporation from the officers or agents transacting the same; render to the
Chief Executive Officer or the Board, whenever the Chief Executive Officer or
the Board shall require the Treasurer so to do, an account of the financial
condition of the Corporation and of all financial transactions of the
Corporation; exhibit at all reasonable times the records and books of account to
any of the Directors upon application at the Office of the Corporation where
such records and books are kept; disburse the funds of the Corporation as
ordered by the Board; and, in general, perform all duties incident to the office
of Treasurer of a corporation and such other duties as may from time to time be
assigned to the Treasurer by the Board or the Chief Executive Officer.
4.12 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or the Chief Executive Officer.
ARTICLE 5
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
5.1 Execution of Contracts. The Board, except as otherwise provided in
these Bylaws, may prospectively or retroactively authorize any officer or
officers, employee or employees or agent or agents, in the name and on behalf of
the Corporation, to enter into any contract or execute and deliver any
instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.
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5.2 Loans. The Board may prospectively or retroactively authorize the
Chief Executive Officer or any other officer, employee or agent of the
Corporation to effect loans and advances at any time for the Corporation from
any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances the person so authorized may make,
execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, and, when authorized by the Board so to do,
may pledge and hypothecate or transfer any securities or other property of the
Corporation as security for any such loans or advances. Such authority conferred
by the Board may be general or confined to specific instances, or otherwise
limited.
5.3 Checks, Drafts, Etc. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all evidences of
indebtedness of the Corporation shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by resolution of the Board.
5.4 Deposits. The funds of the Corporation not otherwise employed shall
be deposited from time to time to the order of the Corporation with such banks,
trust companies, investment banking firms, financial institutions or other
depositories as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.
ARTICLE 6
STOCK AND DIVIDENDS
6.1 Certificates Representing Shares. The Shares of the Corporation
shall be represented by certificates in such form as shall be approved by the
Board. Such certificates shall be signed by the Chairman, the Chief Executive
Officer, the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and may be impressed with
the seal of the Corporation or a facsimile thereof. In case any officer who has
signed any certificate shall have ceased to be such officer before such
certificate is issued, such certificate may, unless otherwise ordered by the
Board, be issued by the Corporation with the same effect as if such person were
such officer at the date of issue. All certificates for Shares shall be numbered
consecutively or otherwise identified; and the name and address of the persons
to whom they are issued, with the number of Shares and the date of issue, shall
be entered on the stock transfer books of the Corporation.
6.2 Transfer of Shares. Transfers of Shares of the Corporation shall be
made only on the books of the Corporation by the holder thereof or by the
holder's duly authorized attorney appointed by a power of attorney duly executed
and filed with the Secretary, and on surrender of the certificate or
certificates representing such Shares properly endorsed for transfer and upon
payment of all necessary transfer taxes. Every certificate exchanged, returned
or surrendered to the Corporation shall be marked "Cancelled," with the date of
cancellation, by the Secretary or an Assistant Secretary of the Corporation. A
person in whose name Shares shall stand on the books of the Corporation shall be
deemed the owner thereof to receive dividends, to vote as such owner and for all
other purposes as respects the Corporation. No transfer of Shares shall be valid
as against the Corporation,
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its Stockholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.
6.3 Lost, Destroyed, Stolen and Mutilated Certificates. The holder of
any Shares of the Corporation shall immediately notify the Corporation of any
loss, destruction, theft or mutilation of the certificate representing such
Shares, and the Board may authorize the issuance of a new certificate to replace
the certificate alleged to have been lost, destroyed, stolen or mutilated upon
receipt of an affidavit to such fact from the person claiming the loss,
destruction, theft or mutilation. The Board may, in its discretion, as a
condition to the issue of any such new certificate, require the owner of the
lost, destroyed, stolen or mutilated certificate, or his or her legal
representatives, to give the Corporation a bond in such form, in such sums and
with such surety or sureties as the Board may direct, to indemnify the
Corporation against any claim that may be made against the Corporation on
account of the continued existence of any such certificate so alleged to have
been lost, destroyed, stolen or mutilated and against any expense in connection
with such claim; provided, however, that the Board, by resolution reciting the
circumstances justifying such action, may authorize the issuance of the new
certificate without requiring such a bond.
6.4 Rules and Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws or with
the Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing Shares.
6.5 Restriction on Transfer of Stock. A written restriction on the
transfer of Shares of the Corporation, if noted conspicuously on the certificate
representing such capital stock, may be enforced against the holder of the
restricted Shares or any successor or transferee of the holder, including an
executor, administrator, trustee, guardian or other fiduciary entrusted with
like responsibility for the person or estate of the holder. Unless noted
conspicuously on the certificate representing such Shares, a restriction shall
be ineffective except against a person with actual knowledge of the restriction.
A restriction on the transfer of Shares of the Corporation may be imposed either
by the Certificate of Incorporation or by an agreement among any number of
Stockholders or among such Stockholders and the Corporation. No restriction so
imposed shall be binding with respect to Shares issued prior to the adoption of
the restriction unless the holders of such Shares are parties to an agreement or
voted in favor of the restriction.
6.6 Reacquired Shares. Shares of the Corporation that have been issued
and thereafter reacquired by the Corporation shall constitute authorized but
unissued Shares.
6.7 Distributions. The Board from time to time may authorize, and the
Corporation may pay, distributions and share dividends on the Corporation's
outstanding Shares in the manner and upon the terms and conditions provided by
law and by the Corporation's Certificate of Incorporation.
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ARTICLE 7
INDEMNIFICATION
7.1 Scope of Indemnification. The indemnification provisions contained
in this Article 7 shall apply only to persons otherwise entitled to
indemnification hereunder who serve (or served) in an indemnifiable capacity
with the Corporation.
7.2 Indemnity Undertaking. To the extent not prohibited by law, the
Corporation shall indemnify any person who is or was made, or threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(a "Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a Director or
officer of the Corporation or any constituent corporation or a limited liability
company absorbed in a consolidation or merger by the Corporation, or, at the
request of the Corporation, is or was serving as a director or officer of any
other corporation or in a capacity with comparable authority or responsibilities
for any partnership, joint venture, trust, employee benefit plan or other
enterprise (an "Other Entity"), against judgments, fines, penalties, excise
taxes, amounts paid in settlement and costs, charges and expenses (including
attorneys' fees and disbursements). Persons who are not Directors or officers of
the Corporation (or otherwise entitled to indemnification pursuant to the
preceding sentence) may be similarly indemnified in respect of service to the
Corporation or to an Other Entity at the request of the Corporation to the
extent the Board at any time specifies that such persons are entitled to the
benefits of this Article 7.
7.3 Reimbursement. The Corporation shall, from time to time, reimburse
or advance to any Director or officer or other person entitled to
indemnification hereunder the funds necessary for payment of expenses, including
attorneys' fees and disbursements, incurred in connection with any Proceeding,
in advance of the final disposition of such Proceeding; provided, however, that,
if required by the General Corporation Law, such expenses incurred by or on
behalf of any Director or officer or other person may be paid in advance of the
final disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.
7.4 Other Indemnification Rights. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 7 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be entitled under any statute, the Certificate of
Incorporation, these Bylaws, any agreement, any vote of Stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
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7.5 Continuation of Benefits. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 7 shall continue as to a person who has ceased to be a Director or
officer (or other person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.
7.6 Insurance. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article 7, the Certificate of
Incorporation or under the General Corporation Law or any other provision of
law.
7.7 Coverage. The provisions of this Article 7 shall be a contract
between the Corporation, on the one hand, and each Director and officer who
serves in such capacity at any time while this Article 7 is in effect, any
former director, officer or member of a corporation or a limited liability
company which was absorbed by the corporation in a consolidation or merger and
any other person entitled to indemnification hereunder, on the other hand,
pursuant to which the Corporation and each such Director, officer or other
person intend to be, and shall be legally bound. No repeal or modification of
this Article 7 shall affect any rights or obligations with respect to any state
of facts then or theretofore existing or thereafter arising or any proceeding
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.
7.8 Enforcement. The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Article 7
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board of Directors, its independent legal
counsel and its Stockholders) to have made a determination prior to the
commencement of such action that such indemnification or reimbursement or
advancement of expenses is proper in the circumstances nor an actual
determination by the Corporation (including its Board of Directors, its
independent legal counsel and its Stockholders) that such person is not entitled
to such indemnification or reimbursement or advancement of expenses shall
constitute a defense to the action or create a presumption that such person is
not so entitled. Such a person shall also be indemnified for any expenses
incurred in connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.
7.9 Service Deemed at Corporation's Request. Any Director or officer of
the Corporation serving in any capacity (a) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.
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7.10 Governing Law. Any person entitled to be indemnified or to
reimbursement or advancement of expenses as a matter of right pursuant to this
Article 7 may elect to have the right to indemnification or reimbursement or
advancement of expenses interpreted on the basis of the applicable law in effect
at the time of the occurrence of the event or events giving rise to the
applicable Proceeding, to the extent permitted by law, or on the basis of the
applicable law in effect at the time such indemnification or reimbursement or
advancement of expenses is sought. Such election shall be made by a notice in
writing to the Corporation at the time indemnification or reimbursement or
advancement of expenses is sought; provided, however, that if no such notice is
given, the right to indemnification or reimbursement or advancement of expenses
shall be determined by the law in effect at the time indemnification or
reimbursement or advancement of expenses is sought.
ARTICLE 8
BOOKS AND RECORDS
8.1 Books and Records. There shall be kept at the Office of the
Corporation correct and complete records and books of account recording the
financial transactions of the Corporation and minutes of the proceedings of the
Stockholders, the Board and any committee of the Board. The Corporation shall
keep at the Office of the Corporation a record containing the names and
addresses of all Stockholders, the number and class of Shares held by each and
the dates when they respectively became the owners of record thereof.
8.2 Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of magnetic tape, punch
cards, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
8.3 Inspection of Books and Records. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
Stockholders for inspection.
ARTICLE 9
SEAL
The corporate seal of the Corporation shall consist of two concentric
circles between which is the name of the Corporation and in the center of which
is inscribed SEAL; and such seal, in the form approved and adopted by the Board,
shall be the corporate seal of the Corporation.
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ARTICLE 10
FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and may be changed,
by resolution of the Board.
ARTICLE 11
VOTING OF SHARES HELD
Unless otherwise provided by resolution of the Board, the Chairman, the
Chief Executive Officer, any Vice President, the Secretary or the Treasurer, or
any one of them, may from time to time, appoint one or more attorneys or agents
of the Corporation, in the name and on behalf of the Corporation, to cast the
votes which the Corporation may be entitled to cast as a stockholder or
otherwise in any other corporation, any of whose shares or securities may be
held by the Corporation, at meetings of the holders of stock or other securities
of such other corporation, or to consent in writing to any action by any such
other corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, revocations, consents, waivers, or other
instruments as he may deem necessary or proper in the premises; or any of said
officers may attend in person any meeting of the holders of the stock or other
securities of any such other corporation and thereat vote or exercise any or all
other powers of the Corporation as the holder of such stock or other securities
of such other corporation.
ARTICLE 12
EMERGENCY BY-LAWS
Unless the Certificate of Incorporation provides otherwise, the
following provisions of this Article 12 shall be effective during an emergency,
which is defined as when a quorum of the Corporation's Directors cannot be
readily assembled because of some catastrophic event. During such emergency:
12.1 Notice to Board Members. Any one member of the Board or any one of
the following officers: Chairman, Chief Executive Officer, President, any Vice
President, Secretary, or Treasurer, may call a meeting of the Board. Notice of
such meeting need be given only to those Directors whom it is practicable to
reach, and may be given in any practical manner, including by publication and
radio. Such notice shall be given at least six (6) hours prior to commencement
of the meeting.
12.2 Temporary Directors and Quorum. One or more officers of the
Corporation present at the emergency Board meeting, as is necessary to achieve a
quorum, shall be considered to be Directors for the meeting, and shall so serve
in order of rank, and within the same rank, in order of seniority. In the event
that less than a quorum of the Directors are present (including any officers who
are to serve as Directors for the meeting), those Directors present (including
the officers serving as Directors) shall constitute a quorum.
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12.3 Actions Permitted To Be Taken. The Board as constituted in Section
12.2, and after notice as set forth in Section 12.1 may:
12.3.1 prescribe emergency powers to any officer of the
Corporation;
12.3.2 delegate to any officer or Director, any of the powers
of the Board;
12.3.3 designate lines of succession of officers and agents,
in the event that any of them are unable to discharge their duties;
12.3.4 relocate the principal place of business, or designate
successive or simultaneous principal places of business; and
12.3.5 take any other convenient, helpful or necessary action
to carry on the business of the Corporation.
ARTICLE 13
AMENDMENTS
Except to the extent otherwise provided in the Corporation's
Certificate of Incorporation or by law, these Bylaws may be amended or repealed
and new bylaws may be adopted by the Board. No bylaw adopted, amended or
repealed by the Stockholders shall be readopted, amended or repealed by the
Board unless the Corporation's Certificate of Incorporation or a bylaw adopted
by the Stockholders authorizes the Board to adopt, amend or repeal that
particular bylaw or the Bylaws generally.
The Stockholders may amend or repeal these Bylaws even though these
Bylaws also may be amended or repealed by the Board.
ARTICLE 14
OFFICES
14.1 Executive Office. The Office of the Corporation shall be located
in New York, New York.
14.2 Registered Office. The registered office of the Corporation
required by law to be maintained in the State of Delaware may be, but need not
be, identical with the principal office.
14.3 Other Offices. The Corporation may have offices at such other
places, either within or without the State of Delaware, as the Board from time
to time may determine, or as the affairs of the Corporation from time to time
may require.
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ARTICLE 15
DEFINITIONS
As used in these Bylaws, unless the context otherwise requires, the
term:
15.1 "Assistant Secretary" means an Assistant Secretary of the
Corporation.
15.2 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.
15.3 "Board" means the Board of Directors of the Corporation.
15.4 "General Corporation Law" means the General Corporation Law of the
State of Delaware, as amended from time to time.
15.5 "Business Day" means any day other than a Saturday, Sunday, or a
day when banks in New York City are authorized or required by law to be closed.
15.6 "Bylaws" means the bylaws of the Corporation, as amended from time
to time.
15.7 "Certificate of Incorporation" means the Certificate of
Incorporation of the Corporation, as amended, supplemented or restated from time
to time.
15.8 "Chairman" means the Chairman of the Board of the Corporation.
15.9 "Chief Executive Officer" means the Chief Executive Officer of the
Corporation.
15.10 "Corporation" means Premium Standard Farms of North Carolina,
Inc.
15.11 "Directors" means directors of the Corporation.
15.12 "Entire Board" means all Directors of the Corporation in office,
whether or not present at a meeting of the Board, but disregarding vacancies.
15.13 "Office of the Corporation" means the executive office of the
Corporation.
15.14 "Other Entity" shall have the meaning ascribed thereto in Section
7.2.
15.15 "President" means the President of the Corporation.
15.16 "Proceeding" shall have the meaning ascribed thereto in Section
7.2.
15.17 "Secretary" means the Secretary of the Corporation.
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15.18 "Shares" means all classes of stock designated in the Certificate
of Incorporation as the common stock.
15.19 "Stockholders" means all stockholders of the Corporation.
15.20 "Treasurer" means the Treasurer of the Corporation.
15.21 "Vice President" means a Vice President of the Corporation.
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