{"id":41467,"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-philip-morris-cos-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-philip-morris-cos-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-philip-morris-cos-inc.html","title":{"rendered":"By-laws &#8211; Philip Morris Cos. Inc."},"content":{"rendered":"<pre>\n                                     BY-LAWS\n                                       of\n                          PHILIP MORRIS COMPANIES INC.\n\n                                    ARTICLE I\n\n                            Meetings of Stockholders\n\n          Section 1. Annual Meetings. - The annual meeting of the stockholders\nfor the election of directors and for the transaction of such other business as\nmay properly come before the meeting, and any postponement or adjournment\nthereof, shall be held on such date and at such time as the Board of Directors\nmay in its discretion determine.\n\n          Section 2. Special Meetings. - Unless otherwise provided by law,\nspecial meetings of the stockholders may be called by the chairman of the Board\nof Directors, or in the chairman's absence, the deputy chairman of the Board of\nDirectors (if any), the vice chairman of the Board of Directors (if any), the\npresident (if one shall have been elected by the Board of Directors) or, in the\nabsence of all of the foregoing, an executive vice president or by order of the\nBoard of Directors, whenever deemed necessary.\n\n          Section 3. Place of Meetings. - All meetings of the stockholders shall\nbe held at such place in the Commonwealth of Virginia as from time to time may\nbe fixed by the Board of Directors.\n\n          Section 4. Notice of Meetings. - Notice, stating the place, day and\nhour and, in the case of a special meeting, the purpose or purposes for which\nthe meeting is called, shall be given not less than ten nor more than sixty days\nbefore the date of the meeting (except as a different time is specified herein\nor by law), to each stockholder of record having voting power in respect of the\nbusiness to be transacted thereat.\n\n         Notice of a stockholders' meeting to act on an amendment of the\nArticles of Incorporation, a plan of merger or share exchange, a proposed sale\nof all, or substantially all of the Corporation's assets, otherwise than in the\nusual and regular course of business, or the dissolution of the Corporation\nshall be given not less than twenty-five nor more than sixty days before the\ndate of the meeting and shall be accompanied, as appropriate, by a copy of the\nproposed amendment, plan of merger or share exchange or sale agreement.\n\nJanuary 31, 2000\n\n\n                                      -1-\n\n         Notwithstanding the foregoing, a written waiver of notice signed by the\nperson or persons entitled to such notice, either before or after the time\nstated therein, shall be equivalent to the giving of such notice. A stockholder\nwho attends a meeting shall be deemed to have (i) waived objection to lack of\nnotice or defective notice of the meeting, unless at the beginning of the\nmeeting he or she objects to holding the meeting or transacting business at the\nmeeting, and (ii) waived objection to consideration of a particular matter at\nthe meeting that is not within the purpose or purposes described in the meeting\nnotice, unless he or she objects to considering the matter when it is presented.\n\n          Section 5. Quorum. - At all meetings of the stockholders, unless a\ngreater number or voting by classes is required by law, a majority of the shares\nentitled to vote, represented in person or by proxy, shall constitute a quorum.\nIf a quorum is present, action on a matter is approved if the votes cast\nfavoring the action exceed the votes cast opposing the action, unless the vote\nof a greater number or voting by classes is required by law or the Articles of\nIncorporation, and except that in elections of directors those receiving the\ngreatest number of votes shall be deemed elected even though not receiving a\nmajority. Less than a quorum may adjourn.\n\n          Section 6. Organization and Order of Business. - At all meetings of\nthe stockholders, the chairman of the Board of Directors or, in the chairman's\nabsence, the deputy chairman of the Board of Directors (if any), the vice\nchairman of the Board of Directors (if any), the president (if one shall have\nbeen elected by the Board of Directors) or, in the absence of all of the\nforegoing, the most senior executive vice president, shall act as chairman. In\nthe absence of all of the foregoing officers or, if present, with their consent,\na majority of the shares entitled to vote at such meeting, may appoint any\nperson to act as chairman. The secretary of the Corporation or, in the\nsecretary's absence, an assistant secretary, shall act as secretary at all\nmeetings of the stockholders. In the event that neither the secretary nor any\nassistant secretary is present, the chairman may appoint any person to act as\nsecretary of the meeting.\n\n         The chairman shall have the right and authority to prescribe such\nrules, regulations and procedures and to do all such acts and things as are\nnecessary or desirable for the proper conduct of the meeting, including, without\nlimitation, the establishment of procedures for the dismissal of business not\nproperly presented, the maintenance of order and safety, limitations on the time\nallotted to questions or comments on the affairs of the Corporation,\nrestrictions on entry to such meeting after the time prescribed for the\ncommencement thereof and the opening and closing of the voting polls.\n\n         At each annual meeting of stockholders, only such business shall be\nconducted as shall have been properly brought before the meeting (a) by or at\nthe direction of the Board of Directors or (b) by any stockholder of the\nCorporation who shall be entitled to\n\n\n                                      -2-\n\nvote at such meeting and who complies with the notice procedures set forth in\nthis Section 6. In addition to any other applicable requirements, for business\nto be properly brought before an annual meeting by a stockholder, the\nstockholder must have given timely notice thereof in writing to the secretary of\nthe Corporation. To be timely, a stockholder's notice must be given, either by\npersonal delivery or by United States certified mail, postage prepaid, and\nreceived at the principal executive offices of the Corporation (i) not less than\n120 days nor more than 150 days before the first anniversary of the date of the\nCorporation's proxy statement in connection with the last annual meeting of\nstockholders or (ii) if no annual meeting was held in the previous year or the\ndate of the applicable annual meeting has been changed by more than 30 days from\nthe date contemplated at the time of the previous year's proxy statement, not\nless than 60 days before the date of the applicable annual meeting. A\nstockholder's notice to the secretary shall set forth as to each matter the\nstockholder proposes to bring before the annual meeting (a) a brief description\nof the business desired to be brought before the annual meeting, including the\ncomplete text of any resolutions to be presented at the annual meeting, and the\nreasons for conducting such business at the annual meeting, (b) the name and\naddress, as they appear on the Corporation's stock transfer books, of such\nstockholder proposing such business, (c) a representation that such stockholder\nis a stockholder of record and intends to appear in person or by proxy at such\nmeeting to bring the business before the meeting specified in the notice, (d)\nthe class and number of shares of stock of the Corporation beneficially owned by\nthe stockholder and (e) any material interest of the stockholder in such\nbusiness. Notwithstanding anything in the By-Laws to the contrary, no business\nshall be conducted at an annual meeting except in accordance with the procedures\nset forth in this Section 6. The chairman of an annual meeting shall, if the\nfacts warrant, determine that the business was not brought before the meeting in\naccordance with the procedures prescribed by this Section 6. If the chairman\nshould so determine, he or she shall so declare to the meeting and the business\nnot properly brought before the meeting shall not be transacted. Notwithstanding\nthe foregoing provisions of this Section 6, a stockholder seeking to have a\nproposal included in the Corporation's proxy statement shall comply with the\nrequirements of Regulation 14A under the Securities Exchange Act of 1934, as\namended (including, but not limited to, Rule 14a-8 or its successor provision).\nThe secretary of the Corporation shall deliver each such stockholder's notice\nthat has been timely received to the Board of Directors or a committee\ndesignated by the Board of Directors for review.\n\n         Section 7. Voting. - A stockholder may vote his or her shares in person\nor by proxy. Any proxy shall be delivered to the secretary of the meeting at or\nprior to the time designated by the chairman or in the order of business for so\ndelivering such proxies. No proxy shall be valid after eleven months from its\ndate, unless otherwise provided in the proxy. Each holder of record of stock of\nany class shall, as to all matters in respect of which stock of such class has\nvoting power, be entitled to such vote as is provided in the Articles of\nIncorporation for each share of stock of such class standing \n\n\n                                      -3-\n\nin the holders's name on the books of the Corporation. Unless required by\nstatute or determined by the chairman to be advisable, the vote on any question\nneed not be by ballot. On a vote by ballot, each ballot shall be signed by the\nstockholder voting or by such stockholder's proxy, if there be such proxy.\n\n          Section 8. Written Authorization. - A stockholder or a stockholder's\nduly authorized attorney-in-fact may execute a writing authorizing another\nperson or persons to act for him or her as proxy. Execution may be accomplished\nby the stockholder or such stockholder's duly authorized attorney-in-fact or\nauthorized officer, director, employee or agent signing such writing or causing\nsuch stockholder's signature to be affixed to such writing by any reasonable\nmeans including, but not limited to, by facsimile signature.\n\n          Section 9. Electronic Authorization. - The secretary or any vice\npresident may approve procedures to enable a stockholder or a stockholder's duly\nauthorized attorney-in-fact to authorize another person or persons to act for\nhim or her as proxy by transmitting or authorizing the transmission of a\ntelegram, cablegram, internet transmission, telephone transmission or other\nmeans of electronic transmission to the person who will be the holder of the\nproxy or to a proxy solicitation firm, proxy support service organization or\nlike agent duly authorized by the person who will be the holder of the proxy to\nreceive such transmission, provided that any such transmission must either set\nforth or be submitted with information from which the inspectors of election can\ndetermine that the transmission was authorized by the stockholder or the\nstockholder's duly authorized attorney-in-fact. If it is determined that such\ntransmissions are valid, the inspectors shall specify the information upon which\nthey relied. Any copy, facsimile telecommunication or other reliable\nreproduction of the writing or transmission created pursuant to this Section 9\nmay be substituted or used in lieu of the original writing or transmission for\nany and all purposes for which the original writing or transmission could be\nused, provided that such copy, facsimile telecommunication or other reproduction\nshall be a complete reproduction of the entire original writing or transmission.\n\n          Section 10. Inspectors. - At every meeting of the stockholders for\nelection of directors, the proxies shall be received and taken in charge, all\nballots shall be received and counted and all questions concerning the\nqualifications of voters, the validity of proxies, and the acceptance or\nrejection of votes shall be decided, by two or more inspectors. Such inspectors\nshall be appointed by the chairman of the meeting. They shall be sworn\nfaithfully to perform their duties and shall in writing certify to the returns.\nNo candidate for election as director shall be appointed or act as inspector.\n\n\n                                      -4-\n\n\n                                   ARTICLE II\n\n                               Board of Directors\n\n          Section 1. General Powers. - The business and affairs of the\nCorporation shall be managed under the direction of the Board of Directors.\n\n          Section 2. Number. - The number of directors shall be fifteen (15).\n\n          Section 3. Term of Office and Qualification. - Each director shall\nserve for the term for which he or she shall have been elected and until a\nsuccessor shall have been duly elected.\n\n          Section 4. Nomination and Election of Directors. - At each annual\nmeeting of stockholders, the stockholders entitled to vote shall elect the\ndirectors. No person shall be eligible for election as a director unless\nnominated in accordance with the procedures set forth in this Section 4.\nNominations of persons for election to the Board of Directors may be made by the\nBoard of Directors or any committee designated by the Board of Directors or by\nany stockholder entitled to vote for the election of directors at the applicable\nmeeting of stockholders who complies with the notice procedures set forth in\nthis Section4. Such nominations, other than those made by the Board of Directors\nor any committee designated by the Board of Directors, may be made only if\nwritten notice of a stockholder's intent to nominate one or more persons for\nelection as directors at the applicable meeting of stockholders has been given,\neither by personal delivery or by United States certified mail, postage prepaid,\nto the secretary of the Corporation and received (i) not less than 120 days nor\nmore than 150 days before the first anniversary of the date of the Corporation's\nproxy statement in connection with the last annual meeting of stockholders, or\n(ii) if no annual meeting was held in the previous year or the date of the\napplicable annual meeting has been changed by more than 30 days from the date\ncontemplated at the time of the previous year's proxy statement, not less than\n60 days before the date of the applicable annual meeting, or (iii) with respect\nto any special meeting of stockholders called for the election of directors, not\nlater than the close of business on the seventh day following the date on which\nnotice of such meeting is first given to stockholders. Each such stockholder's\nnotice shall set forth (a) as to the stockholder giving the notice, (i) the name\nand address, as they appear on the Corporation's stock transfer books, of such\nstockholder, (ii) a representation that such stockholder is a stockholder of\nrecord and intends to appear in person or by proxy at such meeting to nominate\nthe person or persons specified in the notice, (iii) the class and number of\nshares of stock of the Corporation beneficially owned by such stockholder, and\n(iv) a description of all arrangements or understandings between such\nstockholder and each nominee and any other person or persons (naming such person\nor persons) pursuant to which the nomination or nominations are to be made by\nsuch stockholder; and (b) as to each person whom the stockholder proposes to\nnominate for\n\n\n                                      -5-\n\nelection as a director, (i) the name, age, business address and, if known,\nresidence address of such person, (ii) the principal occupation or employment of\nsuch person, (iii) the class and number of shares of stock of the Corporation\nwhich are beneficially owned by such person, (iv) any other information relating\nto such person that is required to be disclosed in solicitations of proxies for\nelection of directors or is otherwise required by the rules and regulations of\nthe Securities and Exchange Commission promulgated under the Securities Exchange\nAct of 1934, as amended, and (v) the written consent of such person to be named\nin the proxy statement as a nominee and to serve as a director if elected. The\nsecretary of the Corporation shall deliver each such stockholder's notice that\nhas been timely received to the Board of Directors or a committee designated by\nthe Board of Directors for review. Any person nominated for election as director\nby the Board of Directors or any committee designated by the Board of Directors\nshall, upon the request of the Board of Directors or such committee, furnish to\nthe secretary of the Corporation all such information pertaining to such person\nthat is required to be set forth in a stockholder's notice of nomination. The\nchairman of the meeting of stockholders shall, if the facts warrant, determine\nthat a nomination was not made in accordance with the procedures prescribed by\nthis Section 4. If the chairman should so determine, he or she shall so declare\nto the meeting and the defective nomination shall be disregarded.\n\n          Section 5. Organization. - At all meetings of the Board of Directors,\nthe chairman of the Board of Directors or, in the chairman's absence, the deputy\nchairman of the Board of Directors (if any), the vice chairman of the Board of\nDirectors (if any), the president (if one shall have been elected by the Board\nof Directors) or, in the absence of all of the foregoing, the senior most\nexecutive vice president, shall act as chairman of the meeting. The secretary of\nthe Corporation or, in the secretary's absence, an assistant secretary, shall\nact as secretary of meetings of the Board of Directors. In the event that\nneither the secretary nor any assistant secretary shall be present at such\nmeeting, the chairman of the meeting shall appoint any person to act as\nsecretary of the meeting.\n\n          Section 6. Vacancies. - Any vacancy occurring in the Board of\nDirectors, including a vacancy resulting from amending these By-Laws to increase\nthe number of directors by thirty percent or less, may be filled by the\naffirmative vote of a majority of the remaining directors though less than a\nquorum of the Board of Directors.\n\n          Section 7. Place of Meeting. - Meetings of the Board of Directors,\nregular or special, may be held either within or without the Commonwealth of\nVirginia.\n\n          Section 8. Organizational Meeting. - The annual organizational meeting\nof the Board of Directors shall be held immediately following adjournment of the\nannual meeting of stockholders and at the same place, without the requirement of\nany notice other than this provision of the By-Laws.\n\n\n                                      -6-\n\n          Section 9. Regular Meetings: Notice. - Regular meetings of the Board\nof Directors shall be held at such times and places as it may from time to time\ndetermine. Notice of such meetings need not be given if the time and place have\nbeen fixed at a previous meeting.\n\n          Section 10. Special Meetings. - Special meetings of the Board of\nDirectors shall be held whenever called by order of the chairman of the Board of\nDirectors, the deputy chairman of the Board of Directors (if any), the vice\nchairman of the Board of Directors (if any), the president (if any) or two of\nthe directors. Notice of each such meeting, which need not specify the business\nto be transacted thereat, shall be mailed to each director, addressed to his or\nher residence or usual place of business, at least two days before the day on\nwhich the meeting is to be held, or shall be sent to such place by telegraph,\ntelex or telecopy or be delivered personally or by telephone, not later than the\nday before the day on which the meeting is to be held.\n\n          Section 11. Waiver of Notice. - Whenever any notice is required to be\ngiven to a director of any meeting for any purpose under the provisions of law,\nthe Articles of Incorporation or these By-Laws, a waiver thereof in writing\nsigned by the person or persons entitled to such notice, either before or after\nthe time stated therein, shall be equivalent to the giving of such notice. A\ndirector's attendance at or participation in a meeting waives any required\nnotice to him or her of the meeting unless at the beginning of the meeting or\npromptly upon the director's arrival, he or she objects to holding the meeting\nor transacting business at the meeting and does not thereafter vote for or\nassent to action taken at the meeting.\n\n          Section 12. Quorum and Manner of Acting. - Except where otherwise\nprovided by law, a majority of the directors fixed by these By-Laws at the time\nof any regular or special meeting shall constitute a quorum for the transaction\nof business at such meeting, and the act of a majority of the directors present\nat any such meeting at which a quorum is present shall be the act of the Board\nof Directors. In the absence of a quorum, a majority of those present may\nadjourn the meeting from time to time until a quorum be had. Notice of any such\nadjourned meeting need not be given.\n\n          Section 13. Order of Business. - At all meetings of the Board of\nDirectors business may be transacted in such order as from time to time the\nBoard of Directors may determine.\n\n          Section 14. Committees. - In addition to the executive committee\nauthorized by Article III of these By-Laws, other committees, consisting of two\nor more directors, may be designated by the Board of Directors by a resolution\nadopted by the greater number of (i) a majority of all directors in office at\nthe time the action is being taken or (ii) the number of directors required to\ntake action under Article II, Section 12 hereof. \n\n\n                                      -7-\n\nAny such committee, to the extent provided in the resolution of the Board of\nDirectors designating the committee, shall have and may exercise the powers and\nauthority of the Board of Directors in the management of the business and\naffairs of the Corporation, except as limited by law.\n\n                                   ARTICLE III\n\n                               Executive Committee\n\n          Section 1. How Constituted and Powers. - The Board of Directors, by\nresolution adopted pursuant to Article II, Section 14 hereof, may designate, in\naddition to the chairman of the Board of Directors, one or more directors to\nconstitute an executive committee, who shall serve during the pleasure of the\nBoard of Directors. The executive committee, to the extent provided in such\nresolution and permitted by law, shall have and may exercise all of the\nauthority of the Board of Directors.\n\n          Section 2. Organization, Etc. - The executive committee may choose a\nchairman and secretary. The executive committee shall keep a record of its acts\nand proceedings and report the same from time to time to the Board of Directors.\n\n          Section 3. Meetings. - Meetings of the executive committee may be\ncalled by any member of the committee. Notice of each such meeting, which need\nnot specify the business to be transacted thereat, shall be mailed to each\nmember of the committee, addressed to his or her residence or usual place of\nbusiness, at least two days before the day on which the meeting is to be held or\nshall be sent to such place by telegraph, telex or telecopy or be delivered\npersonally or by telephone, not later than the day before the day on which the\nmeeting is to be held.\n\n          Section 4. Quorum and Manner of Acting. - A majority of the executive\ncommittee shall constitute a quorum for transaction of business, and the act of\na majority of those present at a meeting at which a quorum is present shall be\nthe act of the executive committee. The members of the executive committee shall\nact only as a committee, and the individual members shall have no powers as\nsuch.\n\n          Section 5. Removal. - Any member of the executive committee may be\nremoved, with or without cause, at any time, by the Board of Directors.\n\n          Section 6. Vacancies. - Any vacancy in the executive committee shall\nbe filled by the Board of Directors.\n\n\n                                      -8-\n\n                                   ARTICLE IV\n\n                                    Officers\n\n          Section 1. Number. - The officers of the Corporation shall be a\nchairman of the Board of Directors, a deputy chairman of the Board of Directors\n(if elected by the Board of Directors), a president (if elected by the Board of\nDirectors), one or more vice chairmen of the Board of Directors (if elected by\nthe Board of Directors), a chief operating officer (if elected by the Board of\nDirectors), one or more vice presidents (one or more of whom may be designated\nexecutive vice president or senior vice president), a treasurer, a controller, a\nsecretary, one or more assistant treasurers, assistant controllers and assistant\nsecretaries and such other officers as may from time to time be chosen by the\nBoard of Directors. Any two or more offices may be held by the same person.\n\n          Section 2. Election, Term of Office and Qualifications. - All officers\nof the Corporation shall be chosen annually by the Board of Directors, and each\nofficer shall hold office until a successor shall have been duly chosen and\nqualified or until the officer resigns or is removed in the manner hereinafter\nprovided. The chairman of the Board of Directors, the deputy chairman of the\nBoard of Directors (if any), the president (if any) and the vice chairmen of the\nBoard of Directors (if any) shall be chosen from among the directors.\n\n          Section 3. Vacancies. - If any vacancy shall occur among the officers\nof the Corporation, such vacancy shall be filled by the Board of Directors.\n\n          Section 4. Other Officers, Agents and Employees - Their Powers and\nDuties. - The Board of Directors may from time to time appoint such other\nofficers as the Board of Directors may deem necessary, to hold office for such\ntime as may be designated by it or during its pleasure, and the Board of\nDirectors or the chairman of the Board of Directors may appoint, from time to\ntime, such agents and employees of the Corporation as may be deemed proper, and\nmay authorize any officers to appoint and remove agents and employees. The Board\nof Directors or the chairman of the Board of Directors may from time to time\nprescribe the powers and duties of such other officers, agents and employees of\nthe Corporation.\n\n          Section 5. Removal. - Any officer, agent or employee of the\nCorporation may be removed, either with or without cause, by a vote of a\nmajority of the Board of Directors or, in the case of any agent or employee not\nappointed by the Board of Directors, by a superior officer upon whom such power\nof removal may be conferred by the Board of Directors or the chairman of the\nBoard of Directors.\n\n\n                                      -9-\n\n          Section 6. Chairman of the Board of Directors and Chief Executive\nOfficer. - The chairman of the Board of Directors shall preside at meetings of\nthe stockholders and of the Board of Directors and shall be a member of the\nexecutive committee. The chairman shall be the Chief Executive Officer of the\nCorporation and shall be responsible to the Board of Directors. He or she shall\nbe responsible for the general management and control of the business and\naffairs of the Corporation and shall see to it that all orders and resolutions\nof the Board of Directors are implemented. The chairman shall from, time to\ntime, report to the Board of Directors on matters within his or her knowledge\nwhich the interests of the Corporation may require be brought to its notice. The\nchairman shall do and perform such other duties as from time to time the Board\nof Directors may prescribe.\n\n          Section 7. Deputy Chairman of the Board of Directors. - In the absence\nof the chairman of the Board of Directors, the deputy chairman of the Board of\nDirectors (if elected by the Board of Directors) shall preside at meetings of\nthe stockholders and of the Board of Directors. The deputy chairman shall be\nresponsible to the chairman of the Board of Directors and shall perform such\nduties as shall be assigned to him or her by the chairman of the Board of\nDirectors. The deputy chairman shall from time to time report to the chairman of\nthe Board of Directors on matters within the deputy chairman's knowledge which\nthe interests of the Corporation may require be brought to the chairman's\nnotice.\n\n          Section 8. President. - In the absence of the chairman of the Board of\nDirectors and the deputy chairman of the Board of Directors (if any), the\npresident (if one shall have been elected by the Board of Directors) shall\npreside at meetings of the stockholders and of the Board of Directors. The\npresident shall be responsible to the chairman of the Board of Directors.\nSubject to the authority of the chairman of the Board of Directors, the\npresident shall be devoted to the Corporation's business and affairs under the\nbasic policies set by the Board of Directors and the chairman of the Board of\nDirectors. He or she shall from, time to time, report to the chairman of the\nBoard of Directors on matters within the president's knowledge which the\ninterests of the Corporation may require be brought to the chairman's notice. In\nthe absence of the chairman of the Board of Directors and the deputy chairman of\nthe Board of Directors (if any), the president (if any) shall, except as\notherwise directed by the Board of Directors, have all of the powers and the\nduties of the chairman of the Board of Directors. The president (if any) shall\ndo and perform such other duties as from time to time the Board of Directors or\nthe chairman of the Board of Directors may prescribe.\n\n          Section 9. Vice Chairmen of the Board of Directors. - In the absence\nof the chairman of the Board of Directors, the deputy chairman of the Board of\nDirectors (if any) and the president (if any), the vice chairman of the Board of\nDirectors designated for such purpose by the chairman of the Board of Directors\n(if any) shall preside at meetings of the stockholders and of the Board of\nDirectors. Each vice chairman of the\n\n\n                                      -10-\n\n\nBoard of Directors shall be responsible to the chairman of the Board of\nDirectors. Each vice chairman of the Board of Directors shall from time to time\nreport to the chairman of the Board of Directors on matters within the vice\nchairman's knowledge which the interests of the Corporation may require be\nbrought to the chairman's notice. In the absence or inability to act of the\nchairman of the Board of Directors, the deputy chairman of the Board of\nDirectors (if any) and the president (if any), such vice chairman of the Board\nof Directors as the chairman of the Board of Directors may designate for the\npurpose shall have the powers and discharge the duties of the chairman of the\nBoard of Directors. In the event of the failure or inability of the chairman of\nthe Board of Directors to so designate a vice chairman of the Board of\nDirectors, the Board of Directors may designate a vice chairman of the Board of\nDirectors who shall have the powers and discharge the duties of the chairman of\nthe Board of Directors.\n\n          Section 10. Chief Operating Officer. - The chief operating officer (if\nany) shall be responsible to the Chairman of the Board of Directors for the\nprincipal operating businesses of the Corporation and shall perform those duties\nwhich may from time to time be assigned.\n\n          Section 11. Vice Presidents. - The vice presidents of the Corporation\nshall assist the chairman of the Board of Directors, the deputy chairman of the\nBoard of Directors, the president (if any) and the vice chairmen (if any) of the\nBoard of Directors in carrying out their respective duties and shall perform\nthose duties which may from time to time be assigned to them. The chief\nfinancial officer shall be a vice president of the Corporation (or more senior)\nand shall be responsible for the management and supervision of the financial\naffairs of the Corporation.\n\n          Section 12. Treasurer. - The treasurer shall have charge of the funds,\nsecurities, receipts and disbursements of the Corporation. He or she shall\ndeposit all moneys and other valuable effects in the name and to the credit of\nthe Corporation in such banks or trust companies or with such bankers or other\ndepositaries as the Board of Directors may from time to time designate. The\ntreasurer shall render to the Board of Directors, the chairman of the Board of\nDirectors, the deputy chairman of the Board of Directors (if any), the president\n(if any), the vice chairmen of the Board of Directors (if any), and the chief\nfinancial officer, whenever required by any of them, an account of all of his\ntransactions as treasurer. If required, the treasurer shall give a bond in such\nsum as the Board of Directors may designate, conditioned upon the faithful\nperformance of the duties of the treasurer's office and the restoration to the\nCorporation at the expiration of his or her term of office or in case of death,\nresignation or removal from office, of all books, papers, vouchers, money or\nother property of whatever kind in his or her possession or under his or her\ncontrol belonging to the Corporation. The treasurer shall perform such other\nduties as from time to time may be assigned to him or her.\n\n\n                                      -11-\n\n          Section 13. Assistant Treasurers. - In the absence or disability of\nthe treasurer, one or more assistant treasurers shall perform all the duties of\nthe treasurer and, when so acting, shall have all the powers of, and be subject\nto all restrictions upon, the treasurer. Assistant treasurers shall also perform\nsuch other duties as from time to time may be assigned to them.\n\n          Section 14. Secretary. - The secretary shall keep the minutes of all\nmeetings of the stockholders and of the Board of Directors in a book or books\nkept for that purpose. He or she shall keep in safe custody the seal of the\nCorporation, and shall affix such seal to any instrument requiring it. The\nsecretary shall have charge of such books and papers as the Board of Directors\nmay direct. He or she shall attend to the giving and serving of all notices of\nthe Corporation and shall also have such other powers and perform such other\nduties as pertain to the secretary's office, or as the Board of Directors, the\nchairman of the Board of Directors, the deputy chairman of the Board of\nDirectors (if any), the president (if any) or any vice chairman of the Board of\nDirectors may from time to time prescribe.\n\n          Section 15. Assistant Secretaries. - In the absence or disability of\nthe secretary, one or more assistant secretaries shall perform all of the duties\nof the secretary and, when so acting, shall have all of the powers of, and be\nsubject to all the restrictions upon, the secretary. Assistant secretaries shall\nalso perform such other duties as from time to time may be assigned to them.\n\n          Section 16. Controller. - The controller shall be administrative head\nof the controller's department. He or she shall be in charge of all functions\nrelating to accounting and the preparation and analysis of budgets and\nstatistical reports and shall establish, through appropriate channels, recording\nand reporting procedures and standards pertaining to such matters. The\ncontroller shall report to the chief financial officer and shall aid in\ndeveloping internal corporate policies whereby the business of the Corporation\nshall be conducted with the maximum safety, efficiency and economy. The\ncontroller shall be available to all departments of the Corporation for advice\nand guidance in the interpretation and application of policies which are within\nthe scope of his or her authority. The controller shall perform such other\nduties as from time to time may be assigned to him or her.\n\n          Section 17. Assistant Controllers. - In the absence or disability of\nthe controller, one or more assistant controllers shall perform all of the\nduties of the controller and, when so acting, shall have all of the powers of,\nand be subject to all the restrictions upon, the controller. Assistant\ncontrollers shall also perform such other duties as from time to time may be\nassigned to them.\n\n\n                                      -12-\n\n                                    ARTICLE V\n\n                 Contracts, Checks, Drafts, Bank Accounts, Etc.\n\n          Section 1. Contracts. - The chairman of the Board of Directors, the\ndeputy chairman of the Board of Directors (if any), the president (if any), any\nvice chairman of the Board of Directors (if any), any vice president, the\ntreasurer and such other persons as the chairman of the Board of Directors may\nauthorize shall have the power to execute any contract or other instrument on\nbehalf of the Corporation; no other officer, agent or employee shall, unless\notherwise in these By-Laws provided, have any power or authority to bind the\nCorporation by any contract or acknowledgement, or pledge its credit or render\nit liable pecuniarily for any purpose or to any amount.\n\n          Section 2. Loans. - The chairman of the Board of Directors, the deputy\nchairman of the Board of Directors (if any), the president (if any), any vice\nchairman of the Board of Directors (if any), any vice president, the treasurer\nand such other persons as the Board of Directors may authorize shall have the\npower to effect loans and advances at any time for the Corporation from any\nbank, trust company or other institution, or from any corporation, firm or\nindividual, and for such loans and advances may make, execute and deliver\npromissory notes or other evidences of indebtedness of the Corporation, and, as\nsecurity for the payment of any and all loans, advances, indebtedness and\nliability of the Corporation, may pledge, hypothecate or transfer any and all\nstocks, securities and other personal property at any time held by the\nCorporation, and to that end endorse, assign and deliver the same.\n\n          Section 3. Voting of Stock Held. - The chairman of the Board of\nDirectors, the deputy chairman of the Board of Directors (if any), the president\n(if any), any vice chairman of the Board of Directors (if any), any vice\npresident or the secretary may from time to time appoint an attorney or\nattorneys or agent or agents of the Corporation to cast the votes that the\nCorporation may be entitled to cast as a stockholder or otherwise in any other\ncorporation, any of whose stock or securities may be held by the Corporation, at\nmeetings of the holders of the stock or other securities of such other\ncorporation, or to consent in writing to any action by any other such\ncorporation, and may instruct the person or persons so appointed as to the\nmanner of casting such votes or giving such consent, and may execute or cause to\nbe executed on behalf of the Corporation such written proxies, consents, waivers\nor other instruments as such officer may deem necessary or proper in the\npremises; or the chairman of the Board of Directors, the deputy chairman of the\nBoard of Directors (if any), the president (if any), any vice chairman of the\nBoard of Directors (if any), any vice president or the secretary may attend in\nperson any meeting of the holders of stock or other securities of such other\ncorporation and thereat vote or exercise any and all powers of the Corporation\nas the holder of such stock or other securities of such other corporation.\n\n\n                                      -13-\n\n                                   ARTICLE VI\n\n                        Certificates Representing Shares\n\n         Certificates representing shares of the Corporation shall be signed by\nthe chairman of the Board of Directors, the deputy chairman of the Board of\nDirectors (if any), or the vice chairman of the Board of Directors (if any), or\nthe president of the Corporation (if any) and the secretary or an assistant\nsecretary. Any and all signatures on such certificates, including signatures of\nofficers, transfer agents and registrars, may be facsimile.\n\n                                   ARTICLE VII\n\n                                    Dividends\n\n         The Board of Directors may declare dividends from funds of the\nCorporation legally available therefor.\n\n                                  ARTICLE VIII\n\n                                      Seal\n\n         The Board of Directors shall provide a suitable seal or seals, which\nshall be in the form of a circle, and shall bear around the circumference the\nwords 'Philip Morris Companies Inc.' and in the center the word and figures\n'Virginia, 1985.'\n\n                                   ARTICLE IX\n\n                                   Fiscal Year\n\n         The fiscal year of the Corporation shall be the calendar year.\n\n\n                                      -14-\n\n                                    ARTICLE X\n\n                                    Amendment\n\n         The power to alter, amend or repeal the By-Laws of the Corporation or\nto adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made\nby the Board of Directors may be repealed or changed by the stockholders, or new\nBy-Laws may be adopted by the stockholders, and the stockholders may prescribe\nthat any By-Laws made by them shall not be altered, amended or repealed by the\ndirectors.\n\n                                   ARTICLE XI\n\n                                Emergency By-laws\n\n         If a quorum of the Board of Directors cannot be readily assembled\nbecause of some catastrophic event, and only in such event, these By-Laws shall,\nwithout further action by the Board of Directors, be deemed to have been amended\nfor the duration of such emergency, as follows:\n\n          Section 1. Section 6 of Article II shall read as follows:\n\n         Any vacancy occurring in the Board of Directors may be filled by the\n         affirmative vote of a majority of the directors present at a meeting of\n         the Board of Directors called in accordance with these By-Laws.\n\n          Section 2. The first sentence of Section 10 of Article II shall read\n               as follows:\n\n          Special meetings of the Board of Directors shall be held whenever\n          called by order of the chairman of the Board of Directors or a deputy\n          chairman (if any),or of the president (if any) or any vice chairman of\n          the Board of Directors (if any) or any director or of any person\n          having the powers and duties of the chairman of the Board of\n          Directors, the deputy chairman, the president or any vice chairman of\n          the Board of Directors.\n\n          Section 3. Section 12 of Article II shall read as follows:\n\n          The directors present at any regular or special meeting called in\n          accordance with these By-Laws shall constitute a quorum for the\n          transaction of business at such meeting, and the action of a majority\n          of such directors shall be the act of the Board of Directors,\n          provided, however, that in the event that only one director is present\n          at any such meeting no action except the election of directors shall\n          be taken until at least two additional directors have been elected and\n          are in attendance.\n\n\n                                      -15-\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8510],"corporate_contracts_industries":[9424],"corporate_contracts_types":[9573,9574],"class_list":["post-41467","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-philip-morris-cos-inc","corporate_contracts_industries-food__diversified","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\/41467","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=41467"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41467"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41467"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41467"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}