{"id":41399,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-bylaws3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-bylaws3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/amended-bylaws3.html","title":{"rendered":"Amended Bylaws"},"content":{"rendered":"
PepsiCo, Inc.<\/b>\n\n\n\n<\/p>
By-Laws<\/b>\n\n\n\n<\/p>
As amended effective October 1, 2006<\/i><\/b>\n\n\n\n\n\n\n<\/p>
1\n\n\n<\/p>
Article I<\/b>\n\n\n\n\n\n\n<\/p>
Offices\n\n\n\n\n\n\n<\/p>
Section 1.1 Principal Office<\/i>. The principal office of PepsiCo, Inc. (hereinafter called the\n\u0093Corporation\u0094) may be located at such place as the Board of Directors of the Corporation\n(hereinafter called the \u0093Board\u0094) may fix from time to time.\n\n\n\n\n\n\n<\/p>
Section 1.2 Registered Office<\/i>. The registered office of the Corporation required by law to be\nmaintained in the State of North Carolina may be, but need not be, identical with the principal\noffice.\n\n\n\n\n\n<\/p>
Section 1.3 Other Offices<\/i>. The Corporation may also have an office or offices at such other\nplace or places, either within or without the State of North Carolina, as the Board may from time\nto time by resolution determine or as may be appropriate to the business of the Corporation.\n\n\n\n\n\n\n<\/p>
Article II<\/b>\n\n\n\n\n\n\n<\/p>
Meetings of Shareholders\n\n\n\n\n\n<\/p>
Section 2.1 Place of Meetings<\/i>. All meetings of the shareholders of the Corporation shall be\nheld at the principal office of the Corporation in the State of North Carolina, or at such other\nplace within or without the State of North Carolina as may from time to time be fixed by the\nChairman of the Board or the Board and designated in the notice of the meeting.\n\n\n\n\n\n<\/p>
Section 2.2 Annual Meetings<\/i>. The annual meeting of the shareholders of the Corporation for the\nelection of directors and for the transaction of such other business as may properly come before\nthe meeting shall be held on the first Wednesday of May in each year (or, if that day shall be a\nlegal holiday under the laws of the State where such meeting is to be held, then on the next\nsucceeding business day). No business shall be transacted at an annual meeting of shareholders,\nexcept such business as shall be (a) specified in the notice of meeting given as provided in\nSection 2.5, (b) otherwise brought before the meeting by or at the direction of the Board, or (c)\notherwise brought before the meeting by a shareholder of record entitled to vote at the meeting, in\ncompliance with the procedure set forth in this Section 2.2. For nominations or other business to\nbe brought before an annual meeting by a shareholder pursuant to (c) above, the shareholder must\nhave given written notice thereof to the Secretary of the Corporation. To be timely, a\nshareholder\u0092s notice must be delivered to, or mailed to and received at, the principal office of\nthe Corporation no less than ninety (90) nor more than one hundred twenty (120) days prior to the\nfirst anniversary of the preceding year\u0092s annual meeting; provided, however, that in the event that\nthe date of the annual meeting is advanced by more than thirty (30) days or delayed by more than\nsixty (60) days from such anniversary date, notice by the shareholder must be so delivered not\nearlier than the 120th<\/sup> day prior to such annual meeting and not later than the\nclose of business on the later of the 90th<\/sup> day prior to such annual meeting or\nthe tenth day following the day on which public announcement of the date of such meeting is first\nmade. Such shareholder notice shall set forth: (A) as to each person whom the shareholder proposes\nto nominate for election or reelection as a director all information relating to such person that\nis required to be disclosed in solicitations of proxies for election of directors in an election\ncontest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities\nExchange Act of 1934, as amended (the \u0093Exchange Act\u0094), including such person\u0092s written consent to\nbeing named in the proxy statement as a nominee and to serving as a director if elected; (B) as to\nany other business that the shareholder proposes to bring before the meeting, a brief description\nof such business, the reasons for conducting such business at the meeting and any material interest\nin such business of such shareholder; and (C) the name and address of such shareholder as it\nappears on the Corporation\u0092s books, and the number of shares of the Corporation\u0092s stock which are\nowned by such shareholder. Notwithstanding anything in these By-Laws to the contrary, no business\nshall be conducted at an annual meeting except in accordance with the provisions set forth in this\nSection 2.2. If the chairman of the annual meeting determines that any business was not properly\nbrought before the meeting in accordance with provisions prescribed by these By-Laws, he shall so\ndeclare at the meeting, and to the extent permitted by law any such business not properly brought\nbefore the meeting shall not be transacted. Notwithstanding the foregoing provisions of this\nSection 2.2 regarding advance notice of shareholder proposals, a shareholder shall also comply with\nall applicable requirements of state law and of the Exchange Act and the rules and regulations\nthereunder with respect to the matters set forth in this Section 2.2. Nothing in this Section 2.2\nshall be deemed to affect any rights of shareholders to request inclusion of proposals in the\nCorporation\u0092s proxy statement pursuant to Rule 14a-8 under the Exchange Act.\n\n\n\n\n\n\n<\/p>
Section 2.3 Substitute Annual Meeting<\/i>. If the annual meeting shall not be held on the day\ndesignated by these By-Laws, a substitute annual meeting may be called in accordance with the\nprovisions of Section 2.4. A meeting so called shall be designated and treated for all purposes as\nthe annual meeting.\n\n\n\n\n\n<\/p>
Section 2.4 Special Meetings<\/i>. A special meeting of the shareholders of the Corporation may be\ncalled at any time by the Chairman of the Board or by resolution of the Board, and shall be called\nby the Secretary upon the written request of the shareholders owning a majority of shares of the\ncommon stock of the Corporation outstanding and entitled to vote at such meeting. Such special\nmeeting shall be held at such time and at such place within or without the State of North Carolina\nas may be fixed by the Chairman of the Board, in the case of meetings called by the Chairman of the\nBoard, or by resolution of the Board, in the case of meetings called by the Board; and any meeting\ncalled at the request of the shareholders pursuant hereto shall be held at the principal office of\nthe Corporation within ninety (90) days from the receipt by the Secretary of such request. Any\nrequest for a special meeting of the shareholders shall set forth: (A) a statement of the specific\nproposal to be brought before the meeting, the reasons for conducting such business at the meeting,\nand any material interest in such business of the shareholders requesting the meeting; (B) the name\nand address of each such shareholder as it appears on the Corporation\u0092s books; and (C) the number\nof shares of the Corporation\u0092s stock which are owned by each such shareholder.\n\n\n\n\n\n\n<\/p>
Section 2.5 Notice of Meetings<\/i>. Notice of each meeting of the shareholders of the Corporation,\nwhether annual or special, shall be given at least ten (10) but not more than sixty (60) days\nbefore the day on which the meeting is to be held to each shareholder entitled to vote thereat, by\nmailing a written or printed notice thereof, postage prepaid, addressed to him at his address as it\nappears on the stock ledger of the Corporation, provided, however, that notice is not required to\nbe given to a shareholder if (i) notice of two consecutive annual meetings, and all notices of\nmeetings during the period between those two consecutive annual meetings, have been sent to the\nshareholder at the shareholder\u0092s address as shown on the stock ledger of the Corporation and have\nbeen returned undeliverable; or (ii) all, but not less than two, payments of dividends on\nsecurities during a 12-month period, or two consecutive payments of dividends on securities during\na period of more than 12 months, have been sent to the shareholder at the shareholder\u0092s address as\nshown on the stock ledger of the Corporation and have been returned undeliverable. If any\nshareholder delivers to the Corporation a written notice setting forth the shareholder\u0092s current\naddress, the requirement that notice be given to the shareholder shall be reinstated. In the case\nof a special meeting, the notice of meeting shall include a description of the purpose or purposes\nfor which the meeting is called; but, in the case of an annual or substitute annual meeting, the\nnotice of meeting need not include a description of the purpose or purposes for which the meeting\nis called unless such a description is required by the provision of the North Carolina Business\nCorporation Act. Except as otherwise prescribed by statute, notice of any adjourned meeting of\nshareholders need not be given.\n\n\n\n\n\n\n<\/p>
Section 2.6 Voting, Inspectors of Election. <\/i>All shares of one or more classes or series that\nunder the Articles of Incorporation or the North Carolina Business Corporation Act are entitled to\nvote and be counted together collectively on a matter at a meeting of shareholders constitute a\nvoting group within the meaning of the North Carolina Business Corporation Act. All shares entitled\nby the Articles of Incorporation or the North Carolina Business Corporation Act to vote generally\non a matter are for that purpose a single voting group. Classes or series of shares shall not be\nentitled to vote separately by voting group unless expressly authorized by the Articles of\nIncorporation or specifically required by law. At any meeting of the shareholders of the\nCorporation, each shareholder entitled to vote may vote in person or by proxy provided that no\nproxy shall be voted after eleven (11) months from its date unless said proxy provides for a longer\nperiod. Unless otherwise provided by the Articles of Incorporation or By-laws, action on a matter\nby a voting group for which a quorum is present is approved if the votes cast within the voting\ngroup favoring the action exceed the votes cast opposing the action. The vote for the election of\ndirectors, other matters expressly prescribed by statute, and, upon the direction of the presiding\nofficer of the meeting, the vote on any other question before the meeting, shall be by ballot. At\nall meetings of shareholders, the polls shall be opened and closed, the proxies and ballots shall\nbe received, taken in charge and examined, and all questions concerning the qualifications of\nvoters, the validity of proxies and the acceptance or rejection of proxies and of votes shall be\ndecided by three (3) inspectors of election. Such inspectors of election, together with one\nalternate, to serve in the event of death, inability or refusal by any of said inspectors of\nelection to serve at the meeting, none of whom need be a shareholder of the Corporation, shall be\nappointed by the Board, or, if no such appointment or appointments shall have been made, then by\nthe presiding officer at the meeting. If, for any reason, any inspector of election so appointed\nshall fail to attend, or refuse or be unable to serve, a substitute shall be appointed to serve as\ninspector of election, in his place or stead, by the presiding officer at the meeting. No director\nor candidate for the office of director shall be appointed as an inspector. Each inspector shall\ntake and subscribe an oath or affirmation to execute faithfully the duties of inspector at such\nmeeting with strict impartiality and according to the best of his ability. After the balloting, the\ninspectors shall make a certificate of the result of the vote taken.\n\n\n\n\n\n<\/p>
Section 2.7 Quorum, Presiding Officer<\/i>. Except as otherwise prescribed by statute, the Articles\nof Incorporation or in a By-Law approved by the shareholders, at any meeting of the shareholders of\nthe Corporation, shares entitled to vote as a separate voting group may take action on a matter at\nthe meeting only if a quorum of that voting group exists. The presence in person or by proxy of the\nholders record of a majority of the votes entitled to be cast on the matter by the voting group\nconstitutes a quorum of that voting group for action on that matter. Once a share is represented\nfor any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the\nmeeting and for any adjournment of that meeting unless a new record date is or must be set for that\nadjourned meeting. In the absence of a quorum at such meeting or any adjournment or adjournments\nthereof, the holders of record of a majority of such shares so present in person or by proxy and\nentitled to vote thereat may adjourn the meeting from time to time until a quorum shall be present.\nAt any such adjourned meeting at which a quorum is present, any business may be transacted which\nmight have been transacted at the meeting as originally called. Meetings of the shareholders shall\nbe presided over by the Chairman of the Board, or, if the Chairman is not present, by another\nofficer or director who shall be designated to serve in such event by the Board. The Secretary of\nthe Corporation, or an Assistant Secretary designated by the officer presiding at the meeting,\nshall act as Secretary of the meeting.\n\n\n\n\n\n\n<\/p>
Section 2.8 Lists of Shareholders<\/i>. It shall be the duty of the officer of the Corporation who\nshall have charge of the stock ledger of the Corporation, either directly or through another\nofficer designated by him or through a transfer agent or transfer clerk appointed by the Board, to\nprepare and make a complete list of shareholders entitled to notice of a shareholders\u0092 meeting,\narranged in alphabetical order by voting group, and showing the address of and number of shares\nheld by each shareholder. Such list shall be open to the examination of any shareholder at the\nplace where said election is to be held beginning two (2) business days after notice of the meeting\nis given for which the list was prepared, and shall be produced and kept at the time and place of\nelection, during the whole time thereof, subject to the inspection of any shareholder who may be\npresent.\n\n\n<\/p>
Article III<\/b>\n\n\n\n\n\n\n<\/p>
Board of Directors\n\n\n\n\n\n\n<\/p>
Section 3.1 Powers, Number, Term, Election<\/i>. The property, business and affairs of the\nCorporation shall be managed by the Board. The Board shall consist of fifteen (15) directors, but\nthe number of directors may be increased, and may be decreased to any number not less than three\n(3), by resolution adopted by three-fourths of the whole Board; provided, however, that the number\nof directors which shall constitute the whole Board shall not be reduced to a number less than the\nnumber of directors then in office, unless such reduction shall become effective only at and after\nthe next ensuing meeting of shareholders for the election of directors, or upon the resignation of\nan incumbent director. Each director shall hold office from the time of his election and\nqualification until the annual meeting of shareholders next succeeding his election and until his\nsuccessor shall have been duly elected and shall have qualified, or until his death, resignation or\nremoval. The term of a director elected to fill a vacancy expires at the next shareholders\u0092 meeting\nat which directors are elected. A decrease in the number of directors does not shorten an incumbent\ndirector\u0092s term. No director need be a shareholder. Except as provided in Section 6.4, the\ndirectors shall be elected at the annual meeting of shareholders. Those persons who receive the\nhighest number of votes at a meeting at which a quorum is present shall be deemed to have been\nelected. Only persons who are nominated in accordance with the provisions set forth in these\nBy-Laws shall be eligible to be elected as directors at an annual or special meeting of\nshareholders called for that purpose. Nomination for election to the Board shall be made by or at\nthe direction of the Board or a nominating committee appointed by the Board. Nomination for\nelection of any person to the Board may also be made by a shareholder at any annual meeting, in\naccordance with Section 2.2, and at a special meeting of shareholders called for that purpose, if\nmade by the close of business on the seventh day following the date on which notice of such special\nmeeting is first given to shareholders and otherwise made in accordance with Section 2.2.\n\n\n\n\n\n\n<\/p>
Section 3.2 Place of Meetings<\/i>. The Board may hold its meetings at such place or places within\nor without the State of North Carolina as it may from time to time by resolution determine, or as\nshall be specified or fixed in the respective notices or waivers of notice thereof. Any regular or\nspecial meeting may be held by conference telephone or similar communications equipment so long as\nall persons participating in such meeting can hear one another, and participation in such a\ntelephonic meeting shall constitute presence in person.\n\n\n\n\n\n<\/p>
Section 3.3 First Meeting<\/i>. After each annual election of directors, on the same day and at the\nplace where such election is held, the newly elected Board shall meet for the purpose of\norganization, the election of officers and the transaction of other business. Notice of such\nmeeting need not be given. Such meeting may be held at any other time or place which shall be\nspecified in a notice given as hereinafter provided for special meetings of the Board, or in a\nwaiver of notice thereof signed by all the directors.\n\n\n\n\n\n\n<\/p>
Section 3.4 Regular Meetings<\/i>. Regular meetings of the Board may be held at such time and place\nand in such manner as the Board may from time to time by resolution determine. Except as otherwise\nexpressly prescribed by statute, the Articles of Incorporation or these By-Laws, notice of regular\nmeetings need not be given.\n\n\n\n\n\n<\/p>
Section 3.5 Special Meetings<\/i>. Special meetings of the Board shall be held whenever called by\nthe Chairman of the Board, or by the Secretary upon the written request filed with the Secretary by\nany four (4) directors. Notice of the time, place and manner of each such special meeting shall be\nmailed to each director, at his residence or usual place of business, not later than the second day\nbefore the day on which such meeting is to be held, or shall be sent addressed to him at such place\nby telegraph or other electronic transmission, or shall be delivered personally or by telephone,\nnot later than six o\u0092clock in the afternoon of the day before the day on which such meeting is to\nbe held. Except as otherwise prescribed by statute, the Articles of Incorporation or these By-Laws,\nand except in the case of a special meeting of the Board called for the purpose of removing an\nofficer or officers of the Corporation or the filling of a vacancy or vacancies in the Board or of\namending the By-Laws, notice or waivers of notice of any meeting of the Board need not set forth\nthe purpose or purposes of the meeting.\n\n\n\n\n\n\n<\/p>
Section 3.6 Quorum<\/i>. Except as otherwise prescribed by statute or by these By-Laws, the\npresence of a majority of the full Board shall constitute a quorum for the transaction of business\nat any meeting, and the act of a majority of the directors present at a meeting at which a quorum\nshall be present shall be the act of the Board. Any meeting of the Board may be adjourned by a\nmajority vote of the directors present at such meeting. In the absence of a quorum, the Chairman of\nthe Board or a majority of the directors present may adjourn such meeting until a quorum shall be\npresent. Notice of any adjourned meeting need not be given. The directors shall act only as a board\nand the individual directors shall have no power as such.\n\n\n\n\n\n<\/p>
Section 3.7 Indemnification<\/i>. Unless the Board of Directors shall determine otherwise, the\nCorporation shall indemnify, to the full extent permitted by law, any person who was or is, or who\nis threatened to be made, a party to an action, suit or proceeding (and any appeal therein),\nwhether civil, criminal, administrative, investigative or arbitrative, by reason of the fact that\nhe, his testator or intestate, is or was a director, officer or employee of the Corporation, or is\nor was serving at the request of the Corporation as a director, officer or employee of another\nenterprise, against expenses (including attorneys\u0092 fees), judgments, fines and amounts paid in\nsettlement actually and reasonably incurred by him in connection with such action, suit or\nproceeding. Such indemnification may, in the discretion of the Board, include advances of a\ndirector\u0092s, officer\u0092s or employee\u0092s expenses prior to final disposition of such action, suit or\nproceeding. The right of indemnification provided for in this Section 3.7 shall not exclude any\nrights to which such persons may otherwise be entitled by contract or as a matter of law. The Board\nshall take all such action as may be necessary and appropriate to authorize the Corporation to pay\nthe indemnification required by this By-Law, including, without limitation, making a determination\nthat indemnification is permissible in the circumstances and a good faith evaluation of the manner\nin which the claimant for indemnity acted and of the reasonable amount of indemnity due him. The\nBoard may appoint a committee or special counsel to make such determination and evaluation.\n\n\n\n\n\n\n<\/p>
Section 3.8 Presumption of Assent<\/i>. A director who is present at a meeting of the Board or a\ncommittee of the Board when corporate action is taken is deemed to have assented to the action\ntaken unless (a) he objects at the beginning of the meeting, or promptly upon his arrival, to\nholding it or to transacting business at the meeting, or (b) his dissent or abstention from the\naction taken is entered in the minutes of the meeting, or (c) he files written notice of his\ndissention or abstention with the presiding officer of the meeting before its adjournment or with\nthe corporation immediately after the adjournment of the meeting. Such right of dissent or\nabstention is not available to a director who votes in favor of the action taken.\n\n\n\n\n\n<\/p>
Section 3.9 Written Consents<\/i>. Any action required or permitted to be taken at any meeting of\nthe Board or of any committee thereof may be taken without a meeting, if, before or after such\naction, unrevoked written consents thereto are signed by all members of the Board or of such\ncommittee, as the case may be, and such written consents are filed with the minutes of proceedings\nof the Board or committee. Action taken under this section is effective when one or more unrevoked\nconsents signed by all of the directors are delivered to the Corporation, unless the consents\nspecify a different effective date. A director\u0092s consent to action may be revoked in a writing\nsigned by the director and delivered to the Corporation prior to the action becoming effective.\n\n\n<\/p>
Article IV<\/b>\n\n\n\n\n\n\n<\/p>
Committees\n\n\n\n\n\n\n<\/p>
Section 4.1 Designation, Vacancies, etc. <\/i>The Board may from time to time by resolution create\ncommittees of directors with such functions, duties and powers as the Board shall by resolution\nprescribe. The creation of a committee of the Board and appointment of members to it must be\napproved by the greater of (a) a majority of the number of directors in office when the action is\ntaken or (b) the number of directors required to take action pursuant to Section 3.6. Each\ncommittee may have one or more members, except any executive committee shall have three or more\nmembers, as provided in the Articles of Incorporation. A majority of all the members of any such\ncommittee may determine its actions and rules or procedure, and fix the time, place and manner of\nits meetings, unless the Board shall otherwise provide. The Board shall have power to change the\nmembers of any such committee at any time, to fill vacancies, and to discharge any such committee,\neither with or without cause, at any time.\n\n\n\n\n\n<\/p>
Article V<\/b>\n\n\n\n\n\n\n<\/p>
Chairman of the Board and Officers\n\n\n\n\n\n\n<\/p>
Section 5.1 Chairman of the Board<\/i>. The Board of Directors shall annually elect one of its own\nmembers as the Chairman of the Board of Directors (the \u0093Chairman of the Board\u0094). The Chairman of\nthe Board may also be the Chief Executive Officer or any other officer of the Corporation. The\nChairman of the Board shall preside at the meetings of the Board and may call meetings of the Board\nand of any committee thereof, whenever he deems it necessary, and he shall call to order and\npreside at all meetings of the shareholders of the Corporation. In addition, he shall have such\nother powers and duties as the Board shall designate from time to time.   \n\n\n<\/p>
Section 5.2 Principal Officers<\/i>. The principal officers of the Corporation shall be\na Chief Executive Officer, President, one or more Vice Presidents, a Secretary, a Treasurer, a\nController and such other officers as the Board shall designate from time to time with such powers\nand duties as the Board shall determine. The Corporation may also have an Executive Chairman\nand\/or one or more Vice Chairmen, each of whom shall have such powers and duties as the Board shall\ndesignate from time to time. Any two or more of these offices may be held by the same person,\nexcept that neither a Chief Executive Officer nor a President may also serve as a Vice President,\nSecretary or Treasurer (as provided in the Articles of Incorporation) and no officer may act in\nmore than one capacity where action of two or more officers is required. The Board may require any\nsuch officer to give security for the faithful performance of his duties.\n\n\n<\/p>
Section 5.3 Election, Term of Office, Qualification<\/i>. The principal officers of the Corporation\nshall be elected annually by the Board and each shall hold office until his successor shall have\nbeen duly elected and shall have qualified, or until his death, or until he shall resign, or until\nhe shall have been removed in the manner hereinafter provided.\n\n\n\n\n\n<\/p>
Section 5.4 Chief Executive Officer. <\/i>The Chief Executive Officer of the Corporation shall have\nsupervision of its policies, business, and affairs, and such other powers and duties as are\ncommonly incident to the office of chief executive officer. The Chief Executive Officer shall have\npower to sign all certificates of stock, bonds, deeds and contracts of the Corporation.\n\n\n\n\n\n<\/p>
Section 5.5 President<\/i>. The President (who may also be the Chief Executive Officer) shall have\nsuch powers and duties as the Board shall designate from time to time. The President shall have\npower to sign all certificates of stock, bonds, deeds and contracts of the Corporation.\n\n\n\n\n\n\n<\/p>
Section 5.6 Vice Presidents<\/i>. Each Vice President shall have such powers and perform such\nduties as the Board or the Chief Executive Officer may from time to time prescribe. The Board may\nelect or designate one or more of the Vice Presidents as Executive Vice Presidents, Senior Vice\nPresidents or with such other title as the Board may deem appropriate.\n\n\n\n\n\n<\/p>
Section 5.7 The Treasurer<\/i>. The Treasurer shall keep, deposit, invest and disburse the funds\nand securities of the Corporation, shall keep full and accurate accounts of the receipts and\ndisbursements of the Corporation, shall maintain insurance coverage on the Corporation\u0092s assets,\nand, in general, shall perform all the duties incident to the office of Treasurer and such other\nduties as may from time to time be assigned to him by the Chief Executive Officer or the Board.\n\n\n\n\n\n\n<\/p>
Section 5.8 The Secretary<\/i>. The Secretary shall act as secretary of, and keep the minutes of,\nall meetings of the Board and of the shareholders, shall be custodian of the seal of the\nCorporation and shall affix and attest the seal to all documents the execution of which on behalf\nof the Corporation under its seal shall have been specifically or generally authorized by the\nBoard, and, in general, shall perform all the duties incident to the office of Secretary and such\nother duties as may from time to time be assigned by the Chief Executive Officer or the Board.\n\n\n\n\n\n<\/p>
Section 5.9 The Controller<\/i>. The Controller shall be the chief accounting officer of the\nCorporation, shall have charge of its accounting department and shall keep or cause to be kept full\nand accurate records of the assets, liabilities, business and transactions of the Corporation.\n\n\n\n\n\n\n<\/p>
Section 5.10 Additional Officers<\/i>. The Board may elect or appoint such additional officers as\nit may deem necessary or advisable, and may delegate the power to appoint such additional officers\nto any committee or principal officer. Such additional officers shall have such powers and duties\nand shall hold office for such terms as may be determined by the Board or such committee or\nofficer.\n\n\n\n\n\n<\/p>
Section 5.11 Salaries<\/i>. The Salaries of the officers of the Corporation shall be fixed from\ntime to time in the manner prescribed by the Board.\n\n\n\n\n\n\n<\/p>
Article VI<\/b>\n\n\n\n\n\n\n<\/p>
Removal, Resignations, Vacancies and Salaries\n\n\n\n\n\n<\/p>
Section 6.1 Removal of Directors<\/i>. Any director may be removed at any time, either with or\nwithout cause, by a vote of the shareholders entitled to vote at a special meeting of the\nshareholders called for that purpose, if the number of votes cast to remove such director exceeds\nthe number of votes cast not to remove him, and the vacancy in the Board caused by any such removal\nmay be filled by the shareholders at such meeting and, if not filled thereat, the vacancy caused by\nsuch removal may be filled by the directors as provided in Section 6.4 hereof.\n\n\n\n\n\n<\/p>
Section 6.2 Removal of Officers<\/i>. Any officer of the Corporation elected or appointed by the\nBoard, or appointed by any committee or principal officer of the Corporation pursuant to authority\ndelegated by the Board, may be removed at any time, either with or without cause, by resolution\nadopted by a majority of the whole Board at a regular meeting of the Board or at a special meeting\nthereof called for such purpose or by the appointing committee or appointing officer or by any\nother officers authorized by the Board of Directors.\n\n\n\n\n\n\n<\/p>
Section 6.3 Resignation<\/i>. Any director or officer of the Corporation may at any time resign by\ngiving written notice to the Board, the Chairman of the Board, the Chief Executive Officer, or the\nSecretary. Any such resignation shall take effect at the time specified therein or, if no time\nshall be specified therein, at the time of the receipt thereof, and unless otherwise specified\ntherein, the acceptance of such resignation shall not be necessary to make it effective.\n\n\n\n\n\n<\/p>
Section 6.4 Vacancies<\/i>. Any vacancy in the Board caused by death, resignation,\ndisqualification, an increase in the number of directors, or any other cause, may be filled by the\nmajority vote of the remaining directors, though less than a quorum at any regular meeting of the\nBoard or any special meeting thereof called for the purpose, or by the shareholders of the\nCorporation at the next annual meeting or at any special meeting called for the purpose, and the\ndirectors so chosen shall hold office, subject to the provisions of these By-Laws, until the next\nannual meeting of shareholders for the election of directors and until his successor shall be duly\nelected and shall qualify. Any vacancy in any office, caused by death, resignation, removal,\ndisqualification or any other cause, shall be filled for the unexpired portion of the term in the\nmanner prescribed in these By-Laws for regular election or appointment to such office.\n\n\n\n\n\n\n<\/p>
Section 6.5 Compensation<\/i>. Each director who shall not also be an executive officer of the\nCorporation or any of its subsidiary companies and receiving a regular salary for his services, in\nconsideration of his serving as a director, shall be entitled to receive from the Corporation such\nfees for serving as a director as the Board shall from time to time determine, and each such\ndirector, who shall serve as a member of any committee of the Board, in consideration of his\nserving as a member of such committee, shall be entitled to such amount per annum or such fees for\nattendance at committee meetings as the Board shall from time to time determine. Nothing contained\nin this Section shall preclude any director from serving the Corporation or its subsidiaries in any\nother capacity and receiving compensation therefor.\n\n\n\n\n\n<\/p>
Article VII<\/b>\n\n\n\n\n\n\n<\/p>
Contracts, Loans, Checks, Drafts, Deposits, Etc.\n\n\n\n\n\n\n<\/p>
Section 7.1 Contracts and Loans<\/i>. Except as authorized pursuant to a resolution of the Board or\nthese By-Laws, no officer, agent or employee of the Corporation shall have any power or authority\nto bind the Corporation by any contract or engagement, to effect any loan on its behalf, to issue\nany negotiable paper in its name, to pledge its credit, to render it pecuniarily liable for any\npurpose or for any amount, or to pledge, hypothecate or transfer any securities or other property\nof the Corporation as security for any loans or advances.\n\n\n\n\n\n\n<\/p>
Section 7.2 Checks, Drafts, etc<\/i>. All checks, drafts, and other instruments or orders for the\npayment of monies out of the funds of the Corporation, and all notes or other evidences of\nindebtedness, bills of lading, warehouse receipts and insurance certificates of the Corporation\nshall be signed on behalf of the Corporation in such manner as shall from time to time be\ndetermined pursuant to a resolution of the Board. All checks, drafts and other instruments or\norders for the payment of monies to or upon the order of the Corporation may be endorsed for\ndeposit in such manner as shall be determined pursuant to a resolution of the Board.\n\n\n\n\n\n<\/p>
Section 7.3 Proxies<\/i>. Unless otherwise provided by resolution of the Board of Directors, the\nChairman of the Board, the Chief Executive Officer, the President, or any Vice President or\nSecretary or Assistant Secretary designated by the Board, may from time to time appoint an attorney\nor attorneys or agent or agents of the Corporation to cast, in the name and on behalf of the\nCorporation, the votes which the Corporation may be entitled to cast as the holder of stock or\nother securities in any other corporation, any of whose stock or other securities may be held by\nthe Corporation, at meetings of the holders of the stock or other securities of such other\ncorporation or to consent in writing, in the name of the Corporation as such holder, to any action\nby such other corporation, and may instruct the person or persons so appointed as to the manner of\ncasting such votes or giving such consent, and may execute or cause to be executed in the name and\non behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies\nor other instruments as he may deem necessary or proper in the premises.\n\n\n\n\n\n\n<\/p>
Articles VIII<\/b>\n\n\n\n\n\n\n<\/p>
Shares, Dividends, Etc.\n\n\n\n\n\n<\/p>
Section 8.1 Certificates<\/i>. Certificates for shares of the common stock of the Corporation shall\nbe in such form as shall be approved by the Board. Each such certificate shall be signed in the\nname of the Corporation by the Chief Executive Officer, the President, or a Vice President, and the\nTreasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation;\nprovided, however, that, where such certificate is signed (a) by a transfer agent or an assistant\ntransfer agent or (b) by a transfer clerk acting on behalf of the Corporation, and a registrar, the\nsignature of any such Chief Executive Officer, President, Vice President, Treasurer, Assistant\nTreasurer, Secretary or Assistant Secretary may be a facsimile. In case any officer or officers who\nshall have signed, or whose facsimile signature or signatures shall have been used on, any such\ncertificate or certificates shall cease to be such officer or officers, whether because of death,\nresignation or otherwise, before such certificate or certificates shall have been delivered by the\nCorporation, such certificate or certificates shall be deemed to have been adopted by the\nCorporation and to have been issued and delivered as though the person or persons who signed such\ncertificate or certificates or whose facsimile signature or signatures were used thereon had not\nceased to be such officer or officers of the Corporation. Except as otherwise prescribed by\nstatute, the Articles of Incorporation, or by these By-Laws, the person in whose name shares of\nstock shall be registered on the books of the Corporation shall be deemed to be the owner thereof\nfor all purposes as regards the Corporation.\n\n\n\n\n\n<\/p>
Section 8.2 Transfers<\/i>. The Board may make such rules and regulations as it may deem expedient\nconcerning the issue, registration and transfer of certificates representing shares of the common\nstock of the Corporation and may appoint one or more transfer agents or clerks and registrars\nthereof.\n\n\n\n\n\n\n<\/p>
Section 8.3 Record Date<\/i>. The Board may fix in advance a date, not exceeding seventy (70) days\npreceding the date of any meeting of shareholders, or the date for the payment of any dividend, or\nthe date for the allotment of rights, or the date when any change or conversion or exchange of\ncommon stock shall go into effect, or a date in connection with obtaining such consent, as a record\ndate for the determination of the shareholders entitled to notice of, and to vote at, any such\nmeeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any\nsuch allotment of rights, or to exercise the rights in respect of any such change, conversion or\nexchange of common stock, or to give such consent, and in such case such shareholders and only such\nshareholders as shall be shareholders of record on the date so fixed shall be entitled to such\nnotice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such\ndividend, or to receive such allotment or rights, or exercise such rights, or to give such consent,\nas the case may be, notwithstanding any transfer of any stock on the books of the Corporation after\nany such record date fixed as aforesaid. Except where a date shall have been fixed as a record date\nfor the determination of the shareholders entitled to vote, as hereinabove provided, no share of\nstock shall be voted on at any election of directors which shall have been transferred on the books\nof the Corporation within twenty (20) days next preceding such election of directors.\n\n\n\n\n\n<\/p>
Section 8.4 Lost or Destroyed Certificates<\/i>. In case of loss, theft, mutilation or destruction\nof any certificate evidencing shares of the common stock of the Corporation, another may be issued\nin its place upon proof of such loss, theft, mutilation or destruction and upon the giving of an\nindemnity or other undertaking to the Corporation in such form and in such sum as the Board may\ndirect.\n\n\n\n\n\n<\/p>
Article IX<\/b>\n\n\n\n\n\n\n<\/p>
Seal, Fiscal Year, Waivers of Notice, Amendments\n\n\n\n\n\n\n<\/p>
Section 9.1 Corporate Seal<\/i>. The seal of the Corporation shall be circular in form and shall\nbear the name of the Corporation and the inscription \u0093Corporate Seal, North Carolina\u0094. Said seal\nmay be used by causing it or a facsimile thereof to be impressed or reproduced or otherwise.\n\n\n\n\n\n<\/p>
Section 9.2 Fiscal Year<\/i>. Each fiscal year of the Corporation shall end on the last Saturday of\nDecember.\n\n\n\n\n\n<\/p>
Section 9.3 Waivers of Notice<\/i>. Anything in these By-Laws to the contrary notwithstanding,\nnotice of any meeting of the shareholders, the Board, or any committee constituted by the Board\nneed not be given to any person entitled thereto, if such notice shall be waived by such person in\na signed writing that is delivered to the Corporation for inclusion in the minutes or corporate\nrecords before, at or after such meeting, or if such person shall be present in person (or in the\ncase of a meeting of the shareholders, be present in person or represented by proxy) at such\nmeeting and without objecting to such lack of notice at the beginning of the meeting and as\notherwise required by statute.\n\n\n\n\n\n\n<\/p>
Section 9.4 Amendments<\/i>. Unless otherwise provided by statute, the Articles of Incorporation or\na By-Law approved by shareholders, these By-Laws may be altered, amended or repealed or new By-Laws\nmay be made either:\n\n\n\n\n\n\n<\/p>
(a) by the affirmative vote of the holders of record of a majority of the outstanding\nstock of the Corporation entitled to vote thereon, at any annual or special meeting of the\nshareholders, provided that notice of the proposed alteration, amendment or repeal or of the\nproposed new By-Law or By-Laws be included in the notice of such meeting or waiver thereof, or\n\n\n\n\n\n\n\n<\/p>
(b) by the affirmative vote of a majority of the whole Board at any regular meeting of\nthe Board, or any special meeting thereof, provided that notice of the proposed alteration,\namendment or repeal or of the proposed new By-Law or By-Laws be included in the notice of such\nspecial meeting or waiver thereof or all of the directors at the time in office be present at\nsuch special meeting.\n\n\n\n\n\n<\/p>
provided, however, that (i) no change of the time or place for the election of directors shall\nbe made within sixty (60) days next before the day on which such election is to be held, and that\nin case of any change of such time or place, notice thereof shall be given to each shareholder in\naccordance with Section 2.5 hereof at least twenty (20) days before the election is held, and (ii)\nthe Board may alter, amend or repeal any By-Laws, but any By-Laws made by the Board may be altered,\namended or repealed by the shareholders.\n\n\n\n\n\n\n<\/p>
Section 9.5 Electronic Transactions<\/i>. The Corporation may conduct any action or set of actions\nby any electronic means.\n\n\n\n<\/p>
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