{"id":41437,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-coca-cola-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-coca-cola-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-coca-cola-co.html","title":{"rendered":"By-Laws &#8211; Coca-Cola Co."},"content":{"rendered":"<pre>\n                                    BY-LAWS\n                                       OF\n                             THE COCA-COLA COMPANY\n\n\n                 AS AMENDED AND RESTATED THROUGH JULY 19, 2001\n\n\n                                   ARTICLE I\n\nSHAREHOLDERS:\n\nSection 1. PLACE, DATE AND TIME OF HOLDING ANNUAL MEETINGS. Annual \nmeetings of  shareholders  shall  be  held at such  place,  date  and  \ntime as  shall  be designated  from time to time by the Board of \nDirectors.  In the  absence  of a resolution  adopted by the Board of \nDirectors  establishing such place, date and time,  the  annual  \nmeeting  shall be held at 1209  Orange  Street,  Wilmington,\nDelaware,  on the third  Wednesday  in April of each  year at \n9:00  A.M.  (local time).\n\nSection 2. VOTING. Each outstanding share of common stock of the \nCompany is entitled  to one vote on each matter  submitted  to a \nvote.  Directors  shall be elected by plurality  votes cast in the \nelection for such  directors.  All other action shall be authorized by \na majority of the votes cast unless a greater vote is  required by the \nlaws of  Delaware.  A  shareholder  may vote in person or by proxy  \nauthorized by an instrument in writing or by a transmission  permitted \nby law filed in accordance  with the procedures  established  for the \nmeeting.  Any copy, facsimile  telecommunication or other reliable \nreproduction of the writing or transmission  created  pursuant to this \nsection may be substituted or used in lieu of the original  writing or \nthe transmission  that could be used,  provided that such copy,  \nfacsimile  telecommunication  or other  reproduction shall be a\ncomplete reproduction of the entire original writing or transmission.\n\nSection 3. QUORUM.  The holders of a majority of the issued and \noutstanding shares of the common stock of the Company,  present in \nperson or  represented by proxy, shall constitute a quorum at all \nmeetings of shareholders.\n\nSection 4.  ADJOURNMENT OF MEETINGS.  In the absence of a quorum or \nfor any other  reason,  the chairman of the meeting may adjourn the \nmeeting from time to time. If the adjournment is not for more than \nthirty days, the adjourned meeting may be held without  notice other \nthan an  announcement  at the meeting.  If the adjournment  is for \nmore than thirty days,  or if a new record date is fixed for\nthe adjourned  meeting, a notice of the \n\n                                 \n\n\nadjourned  meeting shall be given to each shareholder of record entitled to\nvote at such  meeting.  At any such  adjourned  meeting  at  which a  quorum  is\npresent,  any business may be transacted which might have been transacted at the\nmeeting originally called.\n\n     Section 5. SPECIAL  MEETINGS.  Special meetings of the shareholders for any\npurpose or purposes may be called by the Board of Directors, the Chairman of the\nBoard of  Directors  or the  President.  Special  meetings  shall be held at the\nplace, date and time fixed by the Secretary.\n\n     Section 6. NOTICE OF  SHAREHOLDERS  MEETING.  Written  notice,  stating the\nplace, date, hour and purpose of the annual or special meeting shall be given by\nthe  Secretary not less than ten nor more than sixty days before the date of the\nmeeting to each shareholder entitled to vote at such meeting.\n\n     Section 7.  ORGANIZATION.  The  Chairman  of the Board of  Directors  shall\npreside at all  meetings  of  shareholders.  In the  absence of, or in case of a\nvacancy in the office of, the Chairman of the Board of Directors, the President,\nor in his absence or in the event that the Board of Directors has not selected a\nPresident, any Senior Executive Vice President, Executive Vice President, Senior\nVice  President  or Vice  President  in order of  seniority as specified in this\nsentence,  and,  within each  classification  of office in order of seniority in\ntime in that office,  shall  preside.  The Secretary of the Company shall act as\nsecretary at all meetings of the  shareholders  and in the Secretary's  absence,\nthe presiding officer may appoint a secretary.\n\n     Section 8.  INSPECTORS  OF ELECTION.  All votes by ballot at any meeting of\nshareholders  shall be conducted by such number of inspectors of election as are\nappointed  for that  purpose by either the Board of Directors or by the chairman\nof the meeting.  The inspectors of election shall decide upon the qualifications\nof voters, count the votes and declare the results.\n\n     Section 9. RECORD DATE.  The Board of Directors,  in order to determine the\nshareholders  entitled to notice of or to vote at any meeting of shareholders or\nany adjournment  thereof,  or entitled to express consent to corporate action in\nwriting  without a meeting,  or entitled to receive  payment of any  dividend or\nother distribution or allotment of any rights or entitled to exercise any rights\nin respect of any change,  conversion or exchange of stock or for the purpose of\nany other lawful  action,  shall fix in advance a record date which shall not be\nmore than sixty nor less than ten days before the date of such meeting, nor more\nthan  sixty  days  prior  to  any  other  action  and in  such  case  only  such\nshareholders as shall be  shareholders of record on the date so fixed,  shall be\nentitled  to  such  notice  of or to vote at  such  meeting  or any  adjournment\nthereof,  or entitled  to express  consent to such  corporate  action in writing\nwithout a meeting,  or be  entitled to receive  payment of any such  dividend or\nother  distribution  or  allotment  of any rights or be entitled to exercise any\nsuch rights in respect of stock or to take any such \n\n                                      -2-\n\n\nother lawful action,  as the case may be,  notwithstanding  any transfer of\nany  stock on the  books of the  Company  after any such  record  date  fixed as\naforesaid. \n\n     Section 10. NOTICE OF  SHAREHOLDER  PROPOSALS.  A proposal for action to be\npresented by any  shareholder  at an annual or special  meeting of  shareholders\nshall be out-  of-order and shall not be acted upon at such meeting  unless such\nproposal was specifically  described in the Company's notice to all shareholders\nof the meeting and the matters to be acted upon thereat or unless such  proposal\nshall have been  submitted  in writing to the Chairman of the Board of Directors\nof the Company and received at the principal executive offices of the Company at\nleast  sixty (60) days prior to the date of such annual or special  meeting,  by\nthe  shareholder  who intends to present such  proposal,  and such  proposal is,\nunder law, an appropriate subject of shareholder action.\n\n                                   ARTICLE II\nDIRECTORS:\n\n     Section 1.  NUMBER AND TERM AND  CLASSES OF  DIRECTORS.  The whole Board of\nDirectors  shall  consist  of not less than ten (10) nor more than  twenty  (20)\nmembers, the exact number to be set from time to time by the Board of Directors.\nNo decrease in the number of directors  shall  shorten the term of any incumbent\ndirector.  In absence of the Board of Directors setting the number of directors,\nthe number  shall be 20.  The Board of  Directors  shall be  divided  into three\nclasses  of as  nearly  equal  size as  practicable.  The term of  office of the\nmembers of each class shall expire at the third annual  meeting of  shareholders\nfollowing  the  election  of  such  members,  and  at  each  annual  meeting  of\nshareholders,  directors  shall be chosen  for a term of three  years to succeed\nthose whose terms  expire;  provided,  whenever  classes are or,  after the next\nannual meeting of shareholders,  will be uneven, the shareholders,  for the sole\npurpose of making  the number of members in such class as equal as  practicable,\nmay elect one or more members of such class for less than 3 years.\n\n     Section 2.  REGULAR  MEETINGS.  Regular  meetings of the Board of Directors\nshall be held at such times as the Board of Directors may determine from time to\ntime.\n\n     Section 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may\nbe called by the  Chairman  of the Board of  Directors,  the  Secretary  or by a\nmajority of the directors by written request to the Secretary.\n\n     Section 4.  NOTICE OF  MEETINGS.  The  Secretary  shall give  notice of all\nmeetings  of the Board of  Directors  by mailing  the notice at least three days\nbefore each meeting or by  telegraphing  or telephoning  the directors not later\nthan one day before the meeting. The notice shall state the time, date and place\nof the  meeting,  which  shall be  determined  by the  Chairman  of the Board of\nDirectors,  or, in absence of the  Chairman,  by the  Secretary  of the Company,\nunless otherwise determined by the Board of Directors.\n\n                                      -3-\n\n\n     Section 5. QUORUM AND VOTING.  A majority of the directors  holding  office\nshall  constitute a quorum for the transaction of business.  Except as otherwise\nspecifically  required by Delaware law or by the Certificate of Incorporation of\nthe  Company or by these  By-Laws,  any  action  required  to be taken  shall be\nauthorized  by a majority  of the  directors  present at any  meeting at which a\nquorum is present.\n\n     Section 6.  GENERAL  POWERS OF  DIRECTORS.  The business and affairs of the\nCompany shall be managed under the direction of the Board of Directors.\n\n     Section  7.  CHAIRMAN.  At all  meetings  of the  Board of  Directors,  the\nChairman of the Board of  Directors  shall  preside and in the absence of, or in\nthe case of a vacancy in the office of, the Chairman of the Board of  Directors,\na chairman selected by the Chairman of the Board of Directors or, if he fails to\ndo so, by the directors, shall preside.\n\n     Section  8.  COMPENSATION  OF  DIRECTORS.  Directors  and  members  of  any\ncommittee  of the  Board of  Directors  shall  be  entitled  to such  reasonable\ncompensation  and fees for their services as shall be fixed from time to time by\nresolution of the Board of Directors and shall also be entitled to reimbursement\nfor any  reasonable  expenses  incurred  in  attending  meetings of the Board of\nDirectors and any committee thereof, except that a Director who is an officer or\nemployee of the Company shall receive no  compensation  or fees for serving as a\nDirector or a committee member.\n\n     Section 9. QUALIFICATION OF DIRECTORS. Each person who shall attain the age\nof 74 shall not  thereafter  be eligible for  nomination  or  renomination  as a\nmember of the Board of Directors.\n\n     Any director who was elected or reelected  because he or she was an officer\nof the Company at the time of that election or the most recent  reelection shall\nresign  as a member  of the  Board of  Directors  simultaneously  when he or she\nceases to be an officer of the Company.\n\n                                  ARTICLE III\n\nCOMMITTEES OF THE BOARD OF DIRECTORS:\n\n\n     Section 1.  COMMITTEES  OF THE BOARD OF  DIRECTORS.  The Board of Directors\nshall designate an Executive Committee, a Finance Committee, an Audit Committee,\na  Compensation  Committee,  a Committee  on Directors  and a Public  Issues and\nDiversity Review Committee, each of which shall have and may exercise the powers\nand authority of the Board of Directors to the extent hereinafter provided.  The\nBoard of Directors may designate one or more additional  committees of the Board\nof Directors  with such powers as shall be specified  in the  resolution  of the\nBoard of Directors.  Each committee shall consist of such number of directors as\nshall be determined from time to time by resolution of the Board of Directors.\n\n\n                                      -4-\n\n\nEach committee shall keep regular minutes of its meetings. All action taken\nby a committee  shall be reported to the Board of  Directors at its meeting next\nsucceeding  such  action and shall be subject to  approval  and  revision by the\nBoard,  provided that no legal rights of third parties shall be affected by such\nrevisions.\n\n     The Chairman of the Board shall have the power and authority of a committee\nof the Board of  Directors  for purposes of taking any action which the Chairman\nof the Board is authorized to take under the provisions of this Article.\n\n     Section 2.  ELECTION OF COMMITTEE  MEMBERS.  The members of each  committee\nshall be  elected  by the Board of  Directors  and shall  serve  until the first\nmeeting of the Board of Directors after the annual meeting of  shareholders  and\nuntil their  successors are elected and qualified or until the members'  earlier\nresignation  or removal.  The Board of Directors  may designate the Chairman and\nVice  Chairman  of each  committee.  Vacancies  may be  filled  by the  Board of\nDirectors at any meeting.\n\n     The Chairman of the Board may designate  one or more  directors to serve as\nan alternate member or members at any committee meeting to replace any absent or\ndisqualified  member,  such  alternate or alternates to serve for that committee\nmeeting only, and the Chairman of the Board may designate a committee  member as\nacting  chairman of that  committee,  in the  absence of the  elected  committee\nchairman, to serve for that committee meeting only.\n\n     Section 3.  PROCEDURE\/QUORUM\/NOTICE.  The Committee Chairman, Vice Chairman\nor a majority of any committee may call a meeting of that committee. A quorum of\nany  committee  shall  consist of a majority  of its  members  unless  otherwise\nprovided by resolution of the Board of Directors.  The majority vote of a quorum\nshall  be  required  for the  transaction  of  business.  The  secretary  of the\ncommittee or the chairman of the committee  shall give notice of all meetings of\nthe  committee  by mailing the notice to the members of the  committee  at least\nthree days before each meeting or by telegraphing or telephoning the members not\nlater than one day before the meeting. The notice shall state the time, date and\nplace of the meeting. Each committee shall fix its other rules of procedure.\n\n     Section 4. EXECUTIVE COMMITTEE. During the interval between meetings of the\nBoard of  Directors,  the  Executive  Committee  shall have and may exercise the\npowers of the Board of Directors,  to act upon any matters which, in the opinion\nof the Chairman of the Board,  should not be postponed until the next previously\nscheduled  meeting of the Board of Directors;  but, to the extent  prohibited by\nlaw,  shall  not have the  power  or  authority  of the  Board of  Directors  in\nreference to (1) approving or adopting, or recommending to the shareholders, any\naction or matter expressly  required by the Delaware General  Corporation Law to\nbe submitted to shareholders for approval or (2) adopting, amending or repealing\nany By-Law of the Company.\n\n                                      -5-\n\n\n     Section 5. FINANCE  COMMITTEE.  The Finance  Committee  shall  periodically\nformulate  and  recommend  for approval to the Board of Directors  the financial\npolicies of the Company,  including  management of the financial  affairs of the\nCompany and its accounting  policies.  The Finance Committee shall have prepared\nfor  approval  by the  Board of  Directors  annual  budgets  and such  financial\nestimates as it deems proper;  shall have oversight of the budget and of all the\nfinancial  operations  of the Company and from time to time shall  report to the\nBoard of  Directors  on the  financial  condition  of the  Company.  All capital\nexpenditures  of the Company  shall be reviewed  by the  Finance  Committee  and\nrecommended  for approval to the Board of Directors.  The Finance  Committee may\nauthorize  another  committee  of the Board of  Directors  or one or more of the\nofficers of the Company to approve borrowings,  loans,  capital expenditures and\nguarantees up to such specified  amounts or upon such  conditions as the Finance\nCommittee may establish,  subject to the approval of the Board of Directors; and\nto open bank accounts and designate those persons  authorized to execute checks,\nnotes, drafts and other orders for payment of money on behalf of the Company.\n\n     Section 6. AUDIT  COMMITTEE.  The Audit  Committee  shall have the power to\nrecommend to the Board of Directors the selection and  engagement of independent\naccountants  to audit the books and accounts of the Company and the discharge of\nthe independent  accountants.  The Audit Committee shall review the scope of the\naudits as recommended by the independent accountants,  the scope of the internal\nauditing  procedures  of the  Company  and the  system  of  internal  accounting\ncontrols and shall review the reports to the Audit  Committee of the independent\naccountants and the internal auditors.\n\n     Section 7. COMPENSATION  COMMITTEE.  The Compensation  Committee shall have\nthe powers  and  authorities  vested in it by the  incentive,  stock  option and\nsimilar plans of the Company. The Compensation Committee shall have the power to\napprove, disapprove,  modify or amend all plans designed and intended to provide\ncompensation  primarily  for officers of the  Company.  There may be one or more\nsubcommittees  of the  Compensation  Committee which shall have all of the power\nand authority of the Compensation  Committee to act on those matters as to which\nthere is any question  concerning  the  propriety of action by the  Compensation\nCommittee in the specific case because of any law,  rule or regulation  relating\nto the status of its  members.  The members of each such  subcommittee  shall be\ndesignated  by the Board of  Directors,  the  Compensation  Committee  or by the\nChairman  of the Board and may  include  directors  who are not  members  of the\nCompensation Committee.\n\n     Section 8.  COMMITTEE ON DIRECTORS.  The Committee on Directors  shall have\nthe power to recommend  candidates  for  election to the Board of Directors  and\nshall  consider  nominees  for  directorships  submitted  by  shareholders.  The\nCommittee on Directors shall consider issues  involving  potential  conflicts of\ninterest of directors and committee \n\n                                      -6-\n\n\nmembers and recommend and review all matters relating to fees and retainers\npaid to directors, committee members and committee chairmen.\n\n\n     Section 9. PUBLIC ISSUES AND DIVERSITY REVIEW COMMITTEE.  The Public Issues\nand Diversity Review Committee shall have the power to review Company policy and\npractice   relating  to  (1)  significant   public  issues  of  concern  to  the\nshareholders,  the Company,  the business  community and the general public; and\n(2) the Company's  progress  toward its diversity  goals,  compliance  with its\nresponsibilities as an equal opportunity employer, and compliance with any court\norders arising out of employment  discrimination  class action  litigation.  The\nCommittee  may  also  review  management's  position  on  shareholder  proposals\ninvolving  issues of  public  interest  to be  presented  at  annual or  special\nmeetings of shareholders.\n\n\n                                   ARTICLE IV\n\nNOTICE AND WAIVER OF NOTICE:\n\n     Section 1.  NOTICE.  Any notice  required  to be given to  shareholders  or\ndirectors under these By-Laws, the Certificate of Incorporation or by law may be\ngiven by mailing the same,  addressed to the person  entitled  thereto,  at such\nperson's  last known post office  address and such notice  shall be deemed to be\ngiven at the time of such mailing.\n\n     Section 2.  WAIVER OF NOTICE.  Whenever  any notice is required to be given\nunder  these  By-Laws,  the  Certificate  of  Incorporation  or by law, a waiver\nthereof,  signed by the person  entitled to notice,  whether before or after the\ntime stated  therein,  shall be deemed  equivalent  to notice.  Attendance  of a\nperson at a meeting shall constitute a waiver of notice of such meeting,  except\nwhen the person attends a meeting for the express  purpose of objecting,  at the\nbeginning of the meeting, to the transaction of any business because the meeting\nis not lawfully  called or convened.  Neither the business to be transacted  at,\nnor the purpose of any regular or special meeting of the shareholders, directors\nor a committee of directors need be specified in any written waiver of notice.\n\n                                   ARTICLE V\n\nOFFICERS:\n\n     Section 1.  OFFICERS OF THE COMPANY.  The officers of the Company  shall be\nselected  by the  Board of  Directors  and shall be a  Chairman  of the Board of\nDirectors,  one or more Vice Presidents,  a Secretary and a Treasurer. The Board\nof Directors may elect a Vice  Chairman,  President and a Controller  and one or\nmore  of  the  following:  Senior  Executive  Vice  President,   Executive  Vice\nPresident, Senior Vice President, Assistant Vice President, Assistant Secretary,\nAssociate  Treasurer,  Assistant  Treasurer,  Associate Controller and Assistant\nController. Two or more offices may be held by the same person.\n\n                                      -7-\n\n\n     The Company may have a General  Counsel who shall be appointed by the Board\nof Directors and shall have general supervision of all matters of a legal nature\n\nconcerning  the  Company,  unless the Board of  Directors  has also  appointed a\nGeneral Tax Counsel,  in which event the General Tax Counsel  shall have general\nsupervision of all tax matters of a legal nature concerning the Company.\n\n     The Company may have a Chief  Financial  Officer who shall be  appointed by\nthe Board of Directors  and shall have general  supervision  over the  financial\naffairs of the Company. The Company may also have a Chief of Internal Audits who\nshall be appointed by the Board of Directors.\n\n     Section  2.  ELECTION  OF  OFFICERS.  At the first  meeting of the Board of\nDirectors  after each annual  meeting of  shareholders,  the Board of  Directors\nshall elect the  officers.  From time to time the Board of  Directors  may elect\nother officers.  Section 3. Tenure of Office;  Removal.  Each officer shall hold\noffice  until  the first  meeting  of the Board of  Directors  after the  annual\nmeeting of shareholders following the officer's election and until the officer's\nsuccessor is elected and qualified or until the officer's earlier resignation or\nremoval.  Each officer shall be subject to removal at any time,  with or without\ncause, by the affirmative vote of a majority of the entire Board of Directors.\n\n     Section 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of\nDirectors shall be the Chief Executive Officer of the Company and subject to the\noverall  direction  and  supervision  of the Board of Directors  and  Committees\nthereof  shall be in general  charge of the  affairs of the  Company;  and shall\nconsult and advise with the Board of  Directors  and  committees  thereof on the\nbusiness and the affairs of the Company.  The Chairman of the Board of Directors\nshall have the power to make and execute  contracts on behalf of the Company and\nto delegate such power to others.\n\n     Section 5.  PRESIDENT.  The Board of Directors  may select a President  who\nshall have such powers and  perform  such duties as may be assigned by the Board\nof  Directors or by the  Chairman of the Board of  Directors.  In the absence or\ndisability  of the  President  his or her duties shall be performed by such Vice\nPresidents  as the  Chairman of the Board of Directors or the Board of Directors\nmay  designate.  The  President  shall  also have the power to make and  execute\ncontracts on the Company's behalf and to delegate such power to others.\n\n     Section 6. VICE PRESIDENTS. Each Senior Executive Vice President, Executive\nVice President,  Senior Vice President and Vice President shall have such powers\nand  perform  such  duties as may be  assigned  to the  Officer  by the Board of\nDirectors or by the Chairman of the Board of Directors or the President. \n\n                                      -8-\n\n\n     Section 7.  SECRETARY.  The Secretary shall keep minutes of all meetings of\nthe shareholders  and of the Board of Directors,  and shall keep, or cause to be\nkept,  minutes of all meetings of Committees  of the Board of Directors,  except\nwhere such  responsibility  is otherwise  fixed by the Board of  Directors.  The\nSecretary shall issue all notices for meetings of the  shareholders and Board of\nDirectors  and shall have  charge of and keep the seal of the  Company and shall\naffix the seal attested by the Secretary's  signature to such instruments as may\nproperly  require  same.  The  Secretary  shall  cause to be kept such books and\nrecords as the Board of Directors, the Chairman of the Board of Directors or the\nPresident may require;  and shall cause to be prepared,  recorded,  transferred,\nissued,  sealed  and  cancelled   certificates  of  stock  as  required  by  the\ntransactions of the Company and its shareholders.  The Secretary shall attend to\nsuch  correspondence  and such other  duties as may be incident to the office of\nthe Secretary or assigned by the Board of  Directors,  the Chairman of the Board\nof Directors,  or the President.  \n\n     In the absence of the  Secretary,  an Assistant  Secretary is authorized to\nassume the duties herein imposed upon the Secretary.\n\n     Section 8.  TREASURER.  The  Treasurer  shall  perform  all duties and acts\nincident to the position of  Treasurer,  shall have custody of the Company funds\nand  securities,  and shall deposit all money and other valuable  effects in the\nname and to the credit of the Company in such  depositories as may be designated\nby the Board of Directors. The Treasurer shall disburse the funds of the Company\nas may be authorized,  taking proper vouchers for such disbursements,  and shall\nrender to the Board of  Directors,  whenever  required,  an  account  of all the\ntransactions of the Treasurer and of the financial condition of the Company. The\nTreasurer  shall vote all of the stock owned by the  Company in any  corporation\nand may delegate this power to others.  The  Treasurer  shall perform such other\nduties  as may be  assigned  to the  Treasurer  and  shall  report  to the Chief\nFinancial  Officer or, in the  absence of the Chief  Financial  Officer,  to the\nChairman of the Board of Directors.\n\n     In the absence of the  Treasurer,  an Assistant  Treasurer is authorized to\nassume the duties herein imposed upon the Treasurer.\n\n     Section 9.  CONTROLLER.  The Board of Directors may select a Controller who\nshall  keep or cause to be kept in the books of the  Company  provided  for that\npurpose a true account of all  transactions and of the assets and liabilities of\nthe Company.  The  Controller  shall  prepare and submit to the Chief  Financial\nOfficer or, in the absence of the Chief Financial Officer to the Chairman of the\nBoard of Directors,  such financial  statements and schedules as may be required\nto keep the Chief  Financial  Officer and the Chairman of the Board of Directors\ncurrently informed of the operations and financial condition of the Company, and\nperform such other duties as may be assigned by the Chief  Financial  Officer or\nthe Chairman of the Board.\n\n                                      -9-\n\n\n     In the absence of the Controller,  an Assistant Controller is authorized to\nassume the duties herein imposed upon the Controller.\n\n     Section 10. CHIEF OF INTERNAL  AUDITS.  The Board of Directors may select a\nChief of Internal  Audits,  who shall cause to be  performed,  and have  general\nsupervision  over,  auditing  activities  of the financial  transactions  of the\nCompany,  including  the  coordination  of such  auditing  activities  with  the\nindependent  accountants  of the Company and who shall perform such other duties\nas may be assigned to him from time to time. The Chief of Internal  Audits shall\nreport to the Chief Financial  Officer or, in the absence of the Chief Financial\nOfficer,  to the  Chairman of the Board of  Directors.  From time to time at the\nrequest of the Audit  Committee,  the Chief of Internal Audits shall inform that\nCommittee of the auditing activities of the Company.\n\n     Section 11. ASSISTANT VICE PRESIDENTS.  The Company may have assistant vice\npresidents who shall be appointed by a committee whose  membership shall include\none or more  executive  officers of the  Company  (the  \"Committee\").  Each such\nassistant vice president shall have such powers and shall perform such duties as\nmay be assigned from time to time by the Committee, the Chairman of the Board of\nDirectors,  the President or any Vice President,  and which are not inconsistent\nwith the powers and duties granted and assigned by these By-Laws or the Board of\nDirectors. Assistant vice presidents appointed by the Committee shall be subject\nto removal at any time,  with or without cause,  by the Committee.  Annually the\nCommittee  shall report to the Board of Directors  who it has appointed to serve\nas assistant vice presidents and their respective responsibilities.\n\n                                   ARTICLE VI\n\nRESIGNATIONS: FILLING OF VACANCIES:\n\n     Section 1. RESIGNATIONS.  Any director,  member of a committee,  or officer\nmay resign at any time. Such resignation shall be made in writing and shall take\neffect at the time specified therein, and, if no time be specified,  at the time\nof its receipt by the Chairman of the Board of Directors or the  Secretary.  The\nacceptance of a resignation shall not be necessary to make it effective.\n\n     Section 2.  FILLING OF  VACANCIES.  If the office of any  director  becomes\nvacant, the directors in office,  although less than a quorum, or, if the number\nof directors is  increased,  the  directors in office,  may elect any  qualified\nperson  to fill  such  vacancy.  In the case of a  vacancy  in the  office  of a\ndirector caused by an increase in the number of directors, the person so elected\nshall hold office until the next annual  meeting of  shareholders,  or until his\nsuccessor shall be elected and qualified. In the case of a vacancy in the office\nof a  director  resulting  otherwise  than  from an  increase  in the  number of\ndirectors,  the person so elected to fill such vacancy shall hold office for the\nunexpired \n\n                                      -10-\n\n\nterm of the director whose office became vacant.  If the office of any officer\nbecomes  vacant,  the  Chairman  of  the Board  of  Directors  may appoint any\nqualified person to fill such vacancy  temporarily  until the Board of Directors\nelects any qualified  person for the unexpired  portion of the term. Such person\nshall hold office for the unexpired term and until the officer's successor shall\nbe duly elected and  qualified or until the  officer's  earlier  resignation  or\nremoval.\n\n                                  ARTICLE VII\n\nINDEMNIFICATION:\n\n     Section 1.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS;  INSURANCE.  The\nCompany shall  indemnify any person who was or is a party or is threatened to be\nmade a party to any threatened, pending or completed action, suit or proceeding,\nwhether civil,  criminal,  administrative or investigative (other than an action\nby or in the  right of the  Company)  by  reason of the fact that he is or was a\ndirector,  officer,  employee,  or agent of the Company, or is or was serving at\nthe request of the Company as a director,  officer, employee or agent of another\ncorporation,  partnership,  joint venture,  trust or other  enterprise,  against\nexpenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in\nsettlement  actually  and  reasonably  incurred by him in  connection  with such\naction,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he\nreasonably believed to be in or not opposed to the best interest of the Company,\nand, with respect to any criminal action or proceeding,  had no reasonable cause\nto believe his conduct was  unlawful.  The  termination  of any action,  suit or\nproceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo\ncontendere or its equivalent,  shall not, of itself,  create a presumption  that\nthe  person  did not act in good  faith  and in a  manner  which  he  reasonably\nbelieved to be in or not opposed to the best  interest of the Company,  and with\nrespect to any criminal  action or proceeding,  had reasonable  cause to believe\nthat his conduct was unlawful.\n\n     The  Company  shall  indemnify  any  person  who  was or is a  party  or is\nthreatened to be made a party to any threatened,  pending or completed action or\nsuit by or in the right of the  Company to  procure a  judgment  in its favor by\nreason of the fact that he is or was a director,  officer,  employee or agent of\nthe Company,  or is or was serving at the request of the Company, as a director,\nofficer, employee or agent of another corporation,  partnership,  joint venture,\ntrust or other enterprise against expenses (including  attorneys' fees) actually\nand reasonably  incurred by him in connection  with the defense or settlement of\nsuch  action or suit if he acted in good  faith  and in a manner  he  reasonably\nbelieved to be in or not opposed to the best interests of the Company and except\nthat no  indemnification  shall be made in respect of any claim, issue or matter\nas to which such  person  shall have been  adjudged  to be liable to the Company\nunless and only to the extent  that the Court of  Chancery or the court in which\nsuch action or suit was brought shall determine upon application  that,  despite\nthe adjudication of liability but in view of all the  \n\n                                      -11-\n\n\ncircumstances of the case, such person is fairly  and  reasonably  entitled to\nindemnity  for such  expenses  which the Court of  Chancery  or such other court\nshall deem proper.\n\n     To the extent  that a director,  officer,  employee or agent of the Company\nhas been successful on the merits or otherwise in defense of any action, suit or\nproceeding referred to in the first two paragraphs of this Section or in defense\nof any claim, issue or matter therein,  he shall be indemnified against expenses\n(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in\nconnection therewith. \n\n     Any indemnification  under the first two paragraphs of this Section (unless\nordered  by a court)  shall be made by the  Company  only as  authorized  in the\nspecific  case  upon a  determination  that  indemnification  of  the  director,\nofficer, employee or agent is proper in the circumstances because the applicable\nstandard of conduct set forth in the first two  paragraphs  of this  Section has\nbeen met.  Such  determination  shall be made (1) by the Board of Directors by a\nmajority  vote of a quorum  consisting of directors who were not parties to such\naction, suit or proceedings, or (2) if such a quorum is not obtainable, or, even\nif obtainable,  a quorum of disinterested  directors so directs,  by independent\nlegal  counsel  in a  written  opinion,  or (3) by  the  shareholders.  \n\n     Expenses  incurred  in  defending  a  civil  or  criminal  action,  suit or\nproceeding  may be paid by the  Company in advance of the final  disposition  of\nsuch action,  suit or proceeding  upon receipt of an undertaking by or on behalf\nof the director, officer, employee or agent to repay such amount unless it shall\nultimately be determined that he is entitled to be indemnified by the Company as\nauthorized by this Section.  \n\n     The  indemnification  and  advancement  of expenses  provided by or granted\npursuant to this  Section  shall not be deemed  exclusive of any other rights to\nwhich those  indemnified or those who receive advances may be entitled under any\nBy-Law, agreement, vote of shareholders or disinterested directors or otherwise,\nboth as to action in his official  capacity and as to action in another capacity\nwhile holding such office,  and shall  continue as to a person who has ceased to\nbe a director,  officer, employee or agent and shall inure to the benefit of the\nheirs,  executors and  administrators  of such a person.  \n\n     The Company  shall have power to purchase and maintain  insurance on behalf\nof any  person  who is or was a  director,  officer,  employee  or  agent of the\nCompany,  or is or was  serving  at the  request of the  Company as a  director,\nofficer, employee or agent of another corporation,  partnership,  joint venture,\ntrust or  other  enterprise  against  any  liability  asserted  against  him and\nincurred  by him in any such  capacity,  or  arising  out of his status as such,\nwhether or not the Company  would have the power to  indemnify  him against such\nliability  under  the  provisions  of  this  Section.  \n\n     The  indemnification  and  advancement of expenses  provided by, or granted\npursuant to, this section shall,  unless  otherwise  provided when authorized or\nratified,\n\n                                      -12-\n\n\ncontinue  as to a person  who has ceased to be a  director,  officer, employee\nor agent and shall inure to the  benefit of the heirs,  executors  and\nadministrators of such a person. \n\n                                  ARTICLE VIII\n\nCAPITAL STOCK:\n\n     Section 1. FORM AND EXECUTION OF  CERTIFICATES.  The certificates of shares\nof the capital  stock of the Company  shall be in such form as shall be approved\nby the Board of Directors.  The certificates  shall be signed by the Chairman of\nthe  Board  of  Directors  or the  President,  or a Vice  President,  and by the\nSecretary or an Assistant Secretary or the Treasurer or an Assistant  Treasurer.\nEach  certificate  of stock  shall  certify  the  number of shares  owned by the\nshareholder in the Company.\n\n     A facsimile of the seal of the Company may be used in  connection  with the\ncertificates of stock of the Company,  and facsimile  signatures of the officers\nnamed in this Section may be used in connection with said  certificates.  In the\nevent any officer whose  facsimile  signature has been placed upon a certificate\nshall cease to be such officer before the certificate is issued, the certificate\nmay be issued  with the same effect as if such person was an officer at the date\nof issue.\n\n     Section  2.  RECORD   OWNERSHIPS.   All  certificates   shall  be  numbered\nappropriately and the names of the owners,  the number of shares and the date of\nissue  shall be  entered  in the  books of the  Company.  The  Company  shall be\nentitled  to treat the  holder of record of any share of stock as the  holder in\nfact thereof and  accordingly  shall not be bound to recognize  any equitable or\nother claim to or interest in any share on the part of any other person, whether\nor not it shall have express or other notice thereof,  except as required by the\nlaws of Delaware.\n\n     Section  3.  TRANSFER  OF SHARES.  Upon  surrender  to the  Company or to a\ntransfer  agent of the  Company of a  certificate  for shares  duly  endorsed or\naccompanied  by proper  evidence of  succession,  assignment,  or  authority  to\ntransfer,  it shall  be the duty of the  Company,  if it is  satisfied  that all\nprovisions of law regarding transfers of shares have been duly complied with, to\nissue  a new  certificate  to  the  person  entitled  thereto,  cancel  the  old\ncertificate and record the transaction upon its books.\n\n     Section  4.  LOST,  STOLEN OR  DESTROYED  STOCK  CERTIFICATES.  Any  person\nclaiming a stock certificate in lieu of one lost, stolen or destroyed shall give\nthe Company an affidavit as to such person's ownership of the certificate and of\nthe facts which go to prove that it was lost,  stolen or  destroyed.  The person\nshall  also,  if required  by the Board of  Directors,  give the Company a bond,\nsufficient to indemnify the Company  against any claims that may be made against\nit on account of the alleged loss,  theft or destruction of any such certificate\nor the issuance of such new certificate.  Any Vice President or the \n\n                                      -13-\n\n\nSecretary or any Assistant  Secretary  of  the  Company  is authorized  to issue\nsuch  duplicate  certificates  or to authorize  any of the  transfer  agents and\nregistrars to issue and register such duplicate certificates.\n\n     Section 5.  REGULATIONS.  The Board of Directors from time to time may make\nsuch  rules and  regulations  as it may deem  expedient  concerning  the  issue,\ntransfer and registration of shares.\n\n     Section 6. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint\nsuch transfer agents and registrars of transfers as may be deemed necessary, and\nmay require all stock certificates to bear the signature of either or both.\n\n                                   ARTICLE IX\n\nSEAL:\n\n     Section 1.  SEAL.  The Board of  Directors  shall  provide a suitable  seal\ncontaining  the name of the Company,  the year of its  creation,  and the words,\n\"CORPORATE SEAL, DELAWARE,\" or other appropriate words. The Secretary shall have\ncustody of the seal.\n\n                                   ARTICLE X\nFISCAL YEAR:\n\n     Section  1.  FISCAL  YEAR.  The  fiscal  year of the  Company  shall be the\ncalendar year.\n\n                                   ARTICLE XI\nAMENDMENTS:\n\n     Section 1. DIRECTORS MAY AMEND BY-LAWS.  The Board of Directors  shall have\nthe power to make, amend and repeal the By-Laws of the Company at any regular or\nspecial meeting of the Board of Directors.\n\n     Section 2. BY-LAWS SUBJECT TO AMENDMENT BY SHAREHOLDERS.  All By-Laws shall\nbe subject to amendment,  alteration,  or repeal by the shareholders entitled to\nvote at any annual meeting or at any special meeting. ARTICLE XII\n\nEMERGENCY BY-LAWS:\n\n     Section 1. EMERGENCY  BY-LAWS.  This Article XII shall be operative  during\nany emergency  resulting from an attack on the United States or on a locality in\nwhich the Company  conducts its business or  customarily  holds  meetings of its\nBoard of Directors or \n\n                                      -14-\n\n\nits  stockholders,  or during  any  nuclear  or  atomic  disaster or during the\nexistence of any catastrophe or other similar emergency  condition,  as a result\nof which a quorum of the Board of Directors or the Executive  Committee  thereof\ncannot be readily convened (an  \"emergency\"),  notwithstanding  any different or\nconflicting  provision  in the  preceding  Articles  of these  By-Laws or in the\nCertificate of Incorporation of the Company. To the extent not inconsistent with\nthe provisions of this Article,  the By-Laws provided in the preceding  Articles\nand the  provisions of the  Certificate  of  Incorporation  of the Company shall\nremain in effect during such emergency,  and upon termination of such emergency,\nthe provisions of this Article XII shall cease to be operative.\n\n     Section  2.  MEETINGS.  During  any  emergency,  a meeting  of the Board of\nDirectors, or any committee thereof, may be called by any officer or director of\nthe Company.  Notice of the time and place of the meeting  shall be given by any\navailable  means of  communication  by the person calling the meeting to such of\nthe directors and\/or Designated Officers,  as defined in Section 3 hereof, as it\nmay be feasible to reach.  Such notice shall be given at such time in advance of\nthe meeting as, in the judgment of the person calling the meeting, circumstances\npermit.\n\n     Section  3.  QUORUM.  At any  meeting  of the  Board of  Directors,  or any\ncommittee thereof,  called in accordance with Section 2 of this Article XII, the\npresence or  participation  of two  directors,  one  director  and a  Designated\nOfficer or two Designated Officers shall constitute a quorum for the transaction\nof business.  \n\n     The  Board of  Directors  or the  committees  thereof,  as the case may be,\nshall,  from  time to time but in any  event  prior to such  time or times as an\nemergency may have occurred, designate the officers of the Company in a numbered\nlist (the \"Designated Officers\") who shall be deemed, in the order in which they\nappear on such list, directors of the Company for purposes of obtaining a quorum\nduring an emergency, if a quorum of directors cannot otherwise be obtained.\n\n     Section 4. BY-LAWS.  At any meeting called in accordance  with Section 2 of\nthis Article XII, the Board of Directors or the committees  thereof, as the case\nmay be, may modify,  amend or add to the provisions of this Article XII so as to\nmake any provision that may be practical or necessary for the  circumstances  of\nthe emergency.\n\n     Section 5.  LIABILITY.  No  officer,  director  or  employee of the Company\nacting in  accordance  with the  provisions  of this Article XII shall be liable\nexcept for willful misconduct.\n\n     Section 6. REPEAL OR CHANGE.  The  provisions  of this Article XII shall be\nsubject to repeal or change by further  action of the Board of  Directors  or by\naction  of the  shareholders,  but no such  repeal or change  shall  modify  the\nprovisions of Section 5 of this Article XII with regard to action taken prior to\nthe time of such repeal or change.\n\n                                     - 15 -\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7137],"corporate_contracts_industries":[9421],"corporate_contracts_types":[9573,9574],"class_list":["post-41437","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-coca-cola-co","corporate_contracts_industries-food__beverages","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41437","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41437"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41437"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41437"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41437"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}