{"id":41478,"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-tyson-foods-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-tyson-foods-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-tyson-foods-inc.html","title":{"rendered":"By-Laws &#8211; Tyson Foods Inc."},"content":{"rendered":"<pre>\n\n              SECOND AMENDED AND RESTATED BY-LAWS\n\n                               OF\n\n                       TYSON FOODS, INC.\n\n\n                           ARTICLE I\n                            OFFICES\n\n\n     Section  1.      Registered Office.  The registered  office  of  Tyson\nFoods,  Inc. (the 'Corporation') shall be at the Corporation Trust Company,\n100  West  Tenth Street, in the City of Wilmington, County of  New  Castle,\nState of Delaware.\n\n     Section  2.     Other Offices.  The Corporation may also have  offices\nat  such other places both within and without the State of Delaware as  the\nBoard of Directors may from time to time determine.\n\n\n                           ARTICLE II\n                    MEETINGS OF STOCKHOLDERS\n\n     Section  1.      Meetings.   Meetings  of  the  stockholders  for  the\nelection  of directors or for any other purpose shall be held at such  time\nand  place,  either  within or without the State of Delaware  as  shall  be\ndesignated  from time to time by the Board of Directors and stated  in  the\nnotice of the meeting or in a duly executed waiver of notice thereof.   The\nChairman of the Board of Directors of the Company shall act as Chairman of,\nand  establish the agenda and rules for, all meetings of stockholders.  The\nSecretary  of  the  Company shall serve as Secretary for  all  meetings  of\nstockholders.\n\n     Section  2.      Annual Meetings.  The Annual Meetings of Stockholders\nshall  be  held  on such date and at such time as shall be designated  from\ntime  to  time  by the Board of Directors and stated in the notice  of  the\nmeeting,  at  which  meetings  the stockholders  shall  elect  a  Board  of\nDirectors  and  transact  such other business as may  properly  be  brought\nbefore the meeting. Written notice of the Annual Meeting stating the place,\ndate and hour of the meeting shall be given to each stockholder entitled to\nvote at such meeting not less than ten nor more than sixty days before  the\ndate of the meeting.\n\n     Section 3.      Special Meetings.  Unless otherwise prescribed by  law\nor  by  the Certificate of Incorporation, Special Meetings of Stockholders,\nfor any purpose or purposes, may be called by either the Senior Chairman of\nthe  Board of Directors, the Chairman, the Chief Executive Officer, or  the\nPresident,  and  shall  be called by any such officer  at  the  request  in\nwriting  of  a  majority of the Board of Directors or  at  the  request  in\nwriting  of  stockholders owning a majority of the stock of the Corporation\nissued and outstanding and entitled to vote.  Such request shall state  the\npurpose  or purposes of  the  proposed  meeting.   Written  notice   of   a\nSpecial  Meeting  stating the place, date and hour of the meeting  and  the\npurpose or purposes for which the meeting is called shall be given not less\nthan  ten nor more than sixty days before the date of the meeting  to  each\nstockholder entitled to vote at such meeting.\n\n                                    19\n\n     Section 4.     Quorum.  Except as otherwise provided by law or by  the\nCertificate of Incorporation, the holders of a majority of the stock issued\nand  outstanding  and  entitled  to vote  thereat,  present  in  person  or\nrepresented  by  proxy, shall constitute a quorum at all  meetings  of  the\nstockholders  for  the transaction of business.  If, however,  such  quorum\nshall not be present or represented at any meeting of the stockholders, the\nstockholders entitled to vote thereat, present in person or represented  by\nproxy,  shall have power to adjourn the meeting from time to time,  without\nnotice  other  than announcement at the meeting, until a  quorum  shall  be\npresent or represented; provided, however, that if the adjournment  is  for\nmore  than  thirty days, or if after the adjournment a new record  date  is\nfixed for the adjourned meeting, a notice of the adjourned meeting shall be\ngiven  to  each  stockholder entitled to vote  at  the  meeting.   At  such\nadjourned  meeting at which a quorum shall be present or  represented,  any\nbusiness may be transacted which might have been transacted at the  meeting\nas originally noticed.\n\n     Section  5.     Voting.  When a quorum is present at any meeting,  the\naffirmative vote of a majority of the votes cast shall decide any  question\nbrought  before  such meeting, unless the question is  one  upon  which  by\nexpress provision of Delaware law or of the Certificate of Incorporation  a\ndifferent  vote  is  required, in which case such express  provision  shall\ngovern  and  control  the decision of such question.  Each  holder  of  the\nCorporation's  Class  A  Common Stock ('Class A Stock')  represented  at  a\nmeeting  of stockholders shall be entitled to cast one vote for each  share\nof  Class A Stock entitled to vote thereat held by such stockholder.   Each\nholder  of  the  Corporation's  Class B  Common  Stock  ('Class  B  Stock')\nrepresented  at  a meeting of stockholders shall be entitled  to  cast  ten\nvotes for each share of Class B Stock entitled to vote thereat held by such\nstockholder.   Such votes may be cast in person or by proxy  but  no  proxy\nshall  be  voted on or after three years from its date, unless  such  proxy\nprovides  for a longer period.  The Board of Directors, in its  discretion,\nor  the  officer of the Corporation presiding at a meeting of stockholders,\nin his discretion, may require that any votes cast at such meeting shall be\ncast by written ballot.\n\n     At  any meeting of the Stockholders, the Senior Chairman of the  Board\nof  Directors shall preside over a proxy committee which shall be  composed\nof  one  or more persons as deemed necessary and appropriate by the  Senior\nChairman,  in  the  exercise of his or her discretion,  to  facilitate  the\nvoting  of  shares underlying proxies solicited from the Stockholders.   At\nsuch  meetings of the Stockholders, any proxies received in the name of  or\non  behalf of the Stockholders shall be voted by the Senior Chairman of the\nBoard of Directors presiding over such proxy committee, and in the event of\nthe  absence  of  such  Senior Chairman, the Board  of  Directors,  in  its\ndiscretion,  may  designate one or more persons  to  serve  on  such  proxy\ncommittee  who shall vote any proxies received in the name of or on  behalf\nof the Stockholders.\n\n     Section  6.      Consent of Stockholders in Lieu of  Meeting.   Unless\notherwise provided in the Certificate of Incorporation, any action required\nor  permitted  to be taken at any Annual or Special Meeting of Stockholders\nof  the  Corporation, may be taken without a meeting, without prior  notice\nand  without a vote, if a consent in writing, setting forth the  action  so\ntaken, shall be signed by the holders of outstanding stock having not  less\nthan  the  minimum number of votes that would be necessary to authorize  or\ntake  such action at a meeting at which all shares entitled to vote thereon\n\n                                       20   \n\nwere  present  and voted.  Prompt  notice  of the  taking of the  corporate\naction without a meeting  by  less than  unanimous written consent shall be\ngiven  to  those stockholders who have not consented in writing.\n\n     Section 7.     List of Stockholders Entitled to Vote.  The officer  of\nthe Corporation who has charge of the stock ledger of the Corporation shall\nprepare and make, at least ten days before every meeting of stockholders, a\ncomplete list of the stockholders entitled to vote at the meeting, arranged\nin  alphabetical order, and showing the address of each stockholder and the\nnumber  of  shares registered in the name of each stockholder.   Such  list\nshall  be  open  to  the examination of any stockholder,  for  any  purpose\ngermane to the meeting, during ordinary business hours, for a period of  at\nleast  ten  days  prior to the meeting, either at a place within  the  city\nwhere  the  meeting is to be held, which place shall be  specified  in  the\nnotice  of  the  meeting, or, if not so specified, at the place  where  the\nmeeting  is  to be held.  The list shall also be produced and kept  at  the\ntime  and  place of the meeting during the whole time thereof, and  may  be\ninspected by any stockholder of the Corporation who is present.\n\n     Section  8.      Stock  Ledger.  The stock ledger of  the  Corporation\nshall  be  the  only  evidence as to who are the stockholders  entitled  to\nexamine the stock ledger, the list required by Section 7 of this Article II\nor  the  books of the Corporation, or to vote in person or by proxy at  any\nmeeting of stockholders.\n\n     Section  9.     Stockholder Nominations for Director.  Any stockholder\nwishing  to nominate a person to serve as a candidate for election  to  the\nBoard of Directors must submit the name of such candidate in writing to the\ncurrent Board of Directors on or before September 30 of any year.\n\n     Section 10.    Business to be Conducted.  At an annual meeting of  the\nstockholders,  only  such business shall be conducted as  shall  have  been\nproperly  brought  before the meeting.  To be properly  brought  before  an\nannual meeting, business must (a) be specified in the notice of meeting (or\nany  supplement  thereto)  given by or at the direction  of  the  Board  of\nDirectors, (b) be otherwise properly brought before the meeting  by  or  at\nthe  direction  of  the  Board of Directors,  or  (c)  satisfy  the  notice\nrequirements set forth below in this Section 10 and otherwise  be  properly\nbrought before the meeting by a stockholder.\n     \n     For  business to be brought before an annual meeting by a stockholder,\nthe  stockholder must have given timely notice thereof in  writing  to  the\nsecretary of the Corporation.  To be timely, a shareholder's notice must be\ndelivered  to or mailed and received at the principal executive  office  of\nthe  Corporation not less than 75 days nor more than 100 days prior to  the\nmeeting;  provided,  however, that in the event that  less  than  85  days'\nnotice  or prior public disclosure of the date of the meeting is  given  or\nmade  to  stockholders, notice by the stockholder to be timely must  be  so\nreceived not later than the close of business on the 10th day following the\nday  on  which such notice of the date of the annual meeting was mailed  or\nsuch  public disclosure was made.  A stockholder's notice to the  secretary\nshall  set forth as to each matter the stockholder proposes to bring before\nthe  annual meeting (a) a brief description of the business desired  to  be\nbrought  before  the  annual meeting and the reasons  for  conducting  such\nbusiness at the annual meeting, (b) the name and address, as they appear on\nthe Corporation's books, of the stockholder  proposing such  business,  (c)\nthe  class  and  number of shares of the Corporation which are beneficially\n\n                                       21\n\nowned  by the stockholder, and (d) any material interest of the stockholder\nin such business.\n\n     Notwithstanding anything in these By-Laws to the contrary, no business\nshall  be  conducted  at an annual meeting except in  accordance  with  the\nprocedures set forth in this Section 10.  The chairman of an annual meeting\nshall,  if the facts warrant, determine and declare at the meeting  that  a\nmatter  of  business  was  not  properly  brought  before  the  meeting  in\naccordance  with  the  provisions of Section  10  of  this  Article  II  or\notherwise,  and  if  he should so determine, he shall  so  declare  at  the\nmeeting  that  any such business not properly brought before  this  meeting\nshall not be transacted.\n\n                          ARTICLE III\n                           DIRECTORS\n\n     Section  1.      Number  and  Election of Directors.   The  number  of\npersons  which  shall constitute the Board of Directors of the  Corporation\nshall  be such number as initially fixed by the Incorporator and thereafter\nfrom  time  to  time  by resolution of the Board of Directors.   Except  as\nprovided  in  Section 2 of this Article, directors shall be  elected  by  a\nmajority  of  the votes cast at Annual Meetings of Stockholders,  and  each\ndirector  so  elected shall hold office until the next Annual  Meeting  and\nuntil  his  successor is duly elected and qualified, or until  his  earlier\nresignation  or removal.  Any director may resign at any time upon  written\nnotice to the Corporation.  Directors need not be stockholders.\n\n     Section  2.      Vacancies.  Vacancies and newly created directorships\nresulting  from any increase in the authorized number of directors  may  be\nfilled  by a majority of the directors then in office, though less  than  a\nquorum,  and  each of the directors so chosen shall hold office  until  the\nnext Annual Meeting of Stockholders and until his successor is elected  and\nqualified or until his earlier resignation or removal.\n\n     Section  3.      Duties and Powers.  The business of  the  Corporation\nshall  be managed by or under the direction of the Board of Directors which\nmay exercise all such powers of the Corporation and do all such lawful acts\nand things as are not by statute or by the Certificate of Incorporation  or\nby  these  By-Laws  directed or required to be exercised  or  done  by  the\nstockholders.\n\n     Section  4.      Meetings.  The Board of Directors of the  Corporation\nmay  hold meetings, both regular and special, either within or without  the\nState of Delaware.  Regular meetings of the Board of Directors may be  held\nwithout  notice at such time and at such place as may from time to time  be\ndetermined  by the Board of Directors.  Special meetings of  the  Board  of\nDirectors  may  be  called  by the Chairman, if there  be  one,  the  Chief\nExecutive  Officer,  the President, or any two directors.   Notice  thereof\nstating  the  place, date and hour of the meeting shall be  given  to  each\ndirector  either  by mail not less than forty-eight (48) hours  before  the\ndate  of  the meeting, by telephone or telegram on twenty-four (24)  hours'\nnotice,  or  on such shorter notice as the person or persons  calling  such\nmeeting may deem necessary or appropriate in the circumstances.  The notice\nneed  not  specify  the business to be transacted.   In  the  event  of  an\nemergency which in the judgment of the Chairman, Chief Executive Officer or\nPresident  requires  immediate action, a special meeting  may  be  convened\nwithout notice, consisting of those directors who are immediately available\n\n                                      22\n\nin  person or by telephone and can be joined in the meeting in person or by\nconference telephone.  The actions taken at such a meeting shall  be  valid\nif  at least a quorum of the directors participates either personally or by\nconference telephone.\n\n     Section  5.      Quorum.   Except  as may  be  otherwise  specifically\nprovided by law, the Certificate of Incorporation or these By-Laws, at  all\nmeetings  of  the  Board  of Directors one-third  of  the  full  number  of\ndirectors  shall constitute a quorum for the transaction of  business,  and\nthe  act  of  a majority of the directors present at any meeting  at  which\nthere  is a quorum shall be the act of the Board of Directors.  If a quorum\nshall  not  be  present  at  any meeting of the  Board  of  Directors,  the\ndirectors  present  thereat  may adjourn the meeting  from  time  to  time,\nwithout notice other than announcement at the meeting, until a quorum shall\nbe present.\n\n     Section  6.     Actions of Board Without a Meeting.  Unless  otherwise\nprovided  by the Certificate of Incorporation or these By-Laws, any  action\nrequired  or permitted to be taken at any meeting of the Board of Directors\nor  of  any  committee thereof may be taken without a meeting, if  all  the\nmembers of the Board of Directors or committee, as the case may be, consent\nthereto  in writing, and the writing or writings are filed with the minutes\nof proceedings of the Board of Directors or committee.\n\n     Section  7.      Meetings  by Means of Conference  Telephone.   Unless\notherwise  provided by the Certificate of Incorporation or  these  By-Laws,\nmembers  of  the  Board of Directors of the Corporation, or  any  committee\ndesignated by the Board of Directors, may participate in a meeting  of  the\nBoard of Directors or such committee by means of a conference telephone  or\nsimilar   communications  equipment  by  means   of   which   all   persons\nparticipating  in the meeting can hear each other, and participation  in  a\nmeeting  pursuant to this Section 7 shall constitute presence in person  at\nsuch meeting.\n\n     Section  8.     Committees.  The Board of Directors may, by resolution\npassed  by a majority of the whole Board, designate one or more committees,\neach  committee  to  consist  of  one or  more  of  the  directors  of  the\nCorporation. The Board of Directors may designate one or more directors  as\nalternate  members  of  any  committee,  who  may  replace  any  absent  or\ndisqualified member at any meeting of any such committee.  In  the  absence\nor  disqualification of a member of a committee, and in the  absence  of  a\ndesignation by the Board of Directors of an alternate member to replace the\nabsent or disqualified member, the member or members thereof present at any\nmeeting  and  not  disqualified from voting, whether  or  not  he  or  they\nconstitute a quorum, may unanimously appoint another member of the Board of\nDirectors  to act at the meeting in the place of any absent or disqualified\nmember.   Any committee, to the extent allowed by law and provided  in  the\nresolution establishing such committee, shall have and may exercise all the\npowers  and  authority of the Board of Directors in the management  of  the\nbusiness and affairs of the Corporation.  Each committee shall keep regular\nminutes and report to the Board of Directors when required.\n\n     Section  9.      Executive Committee.  The Board  of  Directors  shall\nestablish an Executive Committee of its members to consist of not less than\nthree directors, which group shall include the Senior Chairman of the Board\nof Directors, and may authorize the delegation to any such committee of any\nof  the  authority  of  the Board of Directors in  the  management  of  the\n\n                                      23\n\nordinary  business  affairs of the Corporation.   The  Executive  Committee\nshall not, however, be authorized to amend the Certificate of Incorporation\nor  the  By-Laws  of the Corporation; to adopt an agreement  of  merger  or\nconsolidation pursuant to Sections 251 and 252 of the Delaware  Corporation\nLaw; to recommend to the stockholders the sale, lease or exchange of all or\nsubstantially all of the Corporation's property and assets, or to recommend\nto the stockholders a  dissolution of the  Corporation or a revocation of a\ndissolution.  The Executive Committee may, to the extent authorized by  the\nBoard of Directors in a resolution providing for the issuance of shares  of\nstock,  fix the designations and any of the preferences or rights  of  such\nshares relating to dividends, redemption, dissolution, any distribution  of\nassets  of the Corporation or the conversion into, or the exchange of  such\nshares for shares of any other class or classes or any other series of  the\nsame or any other class or classes of stock of the Corporation, or fix  the\nnumber  of  shares  of  any series of stock or authorize  the  increase  or\ndecrease of the shares of any series.  The Executive Committee may,  if  so\nauthorized  by  a resolution of the Board of Directors, declare  dividends,\nauthorize  the issuance of stock, and adopt a certificate of ownership  and\nmerger pursuant to Section 253 of the Delaware Corporation Law with respect\nto the Corporation's 90%-owned subsidiaries.  The Executive Committee shall\nserve  at  the  pleasure of the Board of Directors and shall  act  only  in\nintervals  between meetings of the Board of Directors,  and  shall  in  all\nrespects be subject to the control and direction of the Board of Directors.\nThe  Executive Committee may act by a majority of its members at a  meeting\nor  informally without a meeting, provided that all members thereof sign  a\nwriting reflecting such informal action.  Any act or authorization  of  any\nact by the Executive Committee, within the authority delegated above, shall\nbe  as  effective for all purposes as the act or authorization of the Board\nof  Directors; provided that the designation of such an Executive Committee\nand  the  delegation of authority thereto shall not operate to relieve  the\nBoard of Directors of any responsibility imposed upon it by law.\n\n     Section  10.     Compensation.   The  directors  may  be  paid   their\nexpenses,  if any, of attendance at each meeting of the Board of  Directors\nand may be paid a fixed sum for attendance at each meeting of the Board  of\nDirectors  or a stated salary as director.  No such payment shall  preclude\nany  director  from  serving  the Corporation in  any  other  capacity  and\nreceiving compensation therefor.  Members of special or standing committees\nmay be allowed like compensation for attending committee meetings.\n\n     Section  11.     Interested  Directors.  No  contract  or  transaction\nbetween  the  Corporation and one or more of its directors or officers,  or\nbetween   the   Corporation   and  any  other   corporation,   partnership,\nassociation, or other organization in which one or more of its directors or\nofficers are directors or officers, or have a financial interest, shall  be\nvoid or voidable solely for this reason, or solely because the director  or\nofficer  is  present  at or participates in the meeting  of  the  Board  of\nDirectors   or   committee  thereof  which  authorizes  the   contract   or\ntransaction,  or  solely because his or their votes are  counted  for  such\npurpose  if  (i)  the  material facts as to his or  their  relationship  or\ninterest  and as to the contract or transaction are disclosed or are  known\nto  the Board of Directors or the committee, and the Board of Directors  or\ncommittee  in  good  faith authorizes the contract or  transaction  by  the\naffirmative votes of a majority of the disinterested directors, even though\nthe  disinterested  directors be less than a quorum; or (ii)  the  material\nfacts as to his or their relationship or interest and as to the contract or\ntransaction are disclosed or are known to the stockholders entitled to vote\n\n                                       24\n\nthereon, and the contract or transaction is specifically approved  in  good\nfaith by vote of the stockholders; or (iii) the contract or transaction  is\nfair  as  to  the Corporation as of the time it is authorized, approved  or\nratified,  by  the  Board  of  Directors,  a  committee  thereof   or   the\nstockholders.  Common or interested directors may be counted in determining\nthe  presence of a quorum at a meeting of the Board of Directors  or  of  a\ncommittee which authorizes the contract or transaction.\n\n                           ARTICLE IV\n                            OFFICERS\n\n     Section  1.      General.   The officers of the Corporation  shall  be\nchosen by the Board of Directors and shall be a President, a Secretary  and\na  Treasurer.  The Board of Directors, in its discretion, may also choose a\nSenior  Chairman and Chairman of the Board of Directors (each of whom  must\nbe  a  director),  one or more Vice Chairmen of the Board of  Directors,  a\nChief  Executive  Officer,  a Chief Operating Officer,  one  or  more  Vice\nPresidents,   Controller,  Assistant  Controllers,  Assistant  Secretaries,\nAssistant  Treasurers, and any other officers deemed to be  necessary.   In\naddition  to  any  powers expressly provided by these By-laws,  the  Senior\nChairman  of  the  Board of Directors shall, without limitation,  have  all\npowers  of  a vice chairman of a board of directors under Delaware  General\nCorporate  Law.   Any  number of offices may be held by  the  same  person,\nunless  otherwise  prohibited by law, the Certificate of  Incorporation  or\nthese By-Laws.  The officers of the Corporation need not be stockholders of\nthe  Corporation nor, except in the case of the Chairman of  the  Board  of\nDirectors, need such officers be directors of the Corporation.\n\n     Section  2.     Election.  The Board of Directors at its first meeting\nheld  after  each Annual Meeting of Stockholders shall elect the  executive\nofficers  of the Corporation, who shall be comprised of the President,  the\nSecretary,  the  Treasurer  and, if there  be  such,  the  Chief  Executive\nOfficer,  the  Chief Operating Officer, and any Executive  or  Senior  Vice\nPresidents.   Such  executive officers shall hold their  offices  for  such\nterms  and shall exercise such powers and perform such duties as  shall  be\ndetermined  from time to time by the Board of Directors.  The President  of\nthe Corporation shall have the authority to appoint such other officers  as\nhe  may  in his discretion deem necessary to carry out the business of  the\nCorporation,  including, but not limited to, Group  Vice  Presidents,  Vice\nPresidents,   Controller,  Assistant  Controllers,  Assistant  Secretaries,\nAssistant  Treasurers  and  any  other  officers.   All  officers  of   the\nCorporation  shall  hold  office  until their  successors  are  chosen  and\nqualified,  or  until  their earlier resignation or  removal.  Any  officer\nelected  by the Board of Directors may be removed at any time by the  Board\nof Directors.  Any officer appointed by the President may be removed at any\ntime  by  the President.  Any vacancy occurring in any executive office  of\nthe  Corporation  shall be filled by the Board of Directors.   Any  vacancy\noccurring  in  any other office of the Corporation shall be filled  by  the\nPresident.\n\n     Section 3.     Voting Securities Owned by the Corporation.  Powers  of\nattorney,  proxies,  waivers  of  notice of  meeting,  consents  and  other\ninstruments relating to securities owned by the Corporation may be executed\nin  the  name  of  and on behalf of the Corporation by the Chief  Executive\nOfficer,  the President and Chief Operating Officer, or any Vice President,\nand  any such officer may, in the name of and on behalf of the Corporation,\ntake  all  such action as any such officer may deem advisable  to  vote  in\n\n                                       25 \n\nperson  or  by proxy at any meeting of security holders of any  company  in\nwhich  the  Corporation may own securities and at any  such  meeting  shall\npossess  and  may  exercise any and all rights and power  incident  to  the\nownership  of  such  securities  and  which,  as  the  owner  thereof,  the\nCorporation  might have exercised and possessed if present.  The  Board  of\nDirectors may, by resolution, from time to time confer like powers upon any\nother person or persons.\n\n     Section  4.     Chief Executive Officer.  The Chief Executive  Officer\nof  the Corporation shall have, subject to the supervision and direction of\nthe  Board  of  Directors or of the Executive Committee,  if  any,  general\nsupervision  of the business, property, and affairs of the Corporation  and\nthe  powers vested in him by the Board of Directors, by law or by these By-\nLaws or which usually attach or pertain to such office, including, but  not\nlimited  to,  the authority to sign documents on behalf of the  Corporation\nthe  effect of which shall be legally binding upon the Corporation.  During\nthe  absence  or disability of the Chairman of the Board of Directors,  the\nChief  Executive Officer shall preside at meetings of the stockholders  and\nof  the  Board  of  Directors.  During the absence  or  disability  of  the\nPresident,  the Chief Executive Officer shall exercise all the  powers  and\ndischarge all the duties of the President.\n\n     Section 5.     President.  The President shall, subject to the control\nof  the  Board  of Directors and the Chief Executive Officer, have  general\nsupervision  of  the  business of the Corporation and shall  see  that  all\norders  and resolutions of the Board of Directors are carried into  effect.\nHe  shall execute all bonds, mortgages, contracts and other instruments  of\nthe Corporation requiring a seal, under the seal of the Corporation, except\nwhere required or permitted by law to be otherwise signed and executed  and\nexcept  that  the  other officers of the Corporation may sign  and  execute\ndocuments  when so authorized by these By-Laws, the Board of  Directors  or\nthe  Chief  Executive Officer.  In the absence or disability of  the  Chief\nExecutive  Officer,  the President shall preside at  all  meetings  of  the\nstockholders and the Board of Directors.  The President shall also  perform\nsuch  other duties and may exercise such other powers as from time to  time\nmay  be assigned to him by these By-Laws, the Board of Directors or by  the\nChief Executive Officer.\n\n     Section  6.     Chief Operating Officer.  The Chief Operating  Officer\nshall  answer directly to the President and shall perform any and all  acts\nunder  the direction and supervision of the President as the President  may\nrequire  in  connection with the execution of the general business  of  the\nCorporation.\n\n     Section 7.      Vice Presidents.  At the request of the President  and\nChief  Operating Officer or in his absence or in the event of his inability\nor  refusal to act (and if there be no Chief Executive Officer),  the  Vice\nPresident  or the Vice Presidents if there is more than one (in  the  order\ndesignated  by  the  Board of Directors) shall perform the  duties  of  the\nPresident  and Chief Operating Officer, and when so acting shall  have  all\nthe powers of and be subject to all the restrictions upon the President and\nChief Operating Officer.\n\n     Section 8.     Secretary.  The Secretary shall attend all meetings  of\nthe  Board of Directors and all meetings of stockholders and record all the\nproceedings  thereat in a book or books to be kept for  that  purpose;  the\nSecretary  shall also perform like duties for the standing committees  when\n\n                                      26\n\nrequired.  The  Secretary shall give, or cause to be given, notice  of  all\nmeetings  of  the  stockholders  and  special  meetings  of  the  Board  of\nDirectors, and shall perform such other duties as may be prescribed by  the\nBoard  of Directors, the Chief Executive Officer or the President and Chief\nOperating  Officer, under whose supervision he shall be.  If the  Secretary\nshall be unable or shall refuse to cause to be given notice of all meetings\nof  the stockholders and special meetings of the Board of Directors, and if\nthere be no Assistant Secretary, then either the  Board of Directors or the\nPresident may choose another officer to cause such notice to be given.  The\nSecretary shall have  custody of  the  seal of  the  Corporation,  and  the\nSecretary or any Assistant Secretary, if there be one, shall have authority\nto  affix  the same to any instrument requiring it and when so affixed,  it\nmay be  attested by the  signature of the  Secretary or by the signature of\nany such  Assistant  Secretary.  The  Board  of  Directors may give general\nauthority to any  other officer to affix the seal of the Corporation and to\nattest the affixing  by his   signature.   The  Secretary  shall  see  that\nall  books,  reports,  statements,  certificates and  other  documents  and\nrecords required by law to be kept or filed are properly kept or filed,  as\nthe case may be.\n\n     Section 9.     Treasurer.  The Treasurer shall have the custody of the\ncorporate funds and securities and shall keep full and accurate accounts of\nreceipts and disbursements in books belonging to the Corporation and  shall\ndeposit all moneys and other valuable effects in the name and to the credit\nof  the Corporation in such depositories as may be designated by the  Board\nof Directors.  The Treasurer shall disburse the funds of the Corporation as\nmay  be ordered by the Board of Directors, taking proper vouchers for  such\ndisbursements,  and  shall  render  to  the  President  and  the  Board  of\nDirectors,  at  its  regular meetings, or when the Board  of  Directors  so\nrequires,  an  account  of all his transactions as  Treasurer  and  of  the\nfinancial  condition  of  the Corporation.  If required  by  the  Board  of\nDirectors, the Treasurer shall give the Corporation a bond in such sum  and\nwith  such  surety or sureties as shall be satisfactory  to  the  Board  of\nDirectors for the faithful performance of the duties of his office and  for\nthe  restoration  to  the Corporation, in case of his  death,  resignation,\nretirement  or  removal from office, of all books, papers, vouchers,  money\nand  other property of whatever kind in his possession or under his control\nbelonging to the Corporation.\n\n     Section  10.     Assistant Secretaries.  Except as  may  be  otherwise\nprovided  in these By-Laws, Assistant Secretaries, if there be  any,  shall\nperform  such  duties  and have such powers as from time  to  time  may  be\nassigned  to  them by the Board of Directors, the Chief Executive  Officer,\nthe President and Chief Operating Officer, any Vice President, if there  be\none,  or the Secretary, and in the absence of the Secretary or in the event\nof  his  disability  or refusal to act, shall perform  the  duties  of  the\nSecretary, and when so acting, shall have all the powers of and be  subject\nto all the restrictions upon the Secretary.\n\n     Section  11.    Assistant Treasurers.  Assistant Treasurers, if  there\nbe any, shall perform such duties and have such powers as from time to time\nmay  be  assigned  to them by the Board of Directors, the  Chief  Executive\nOfficer, the President and Chief Operating Officer, any Vice President,  if\nthere  be one, or the Treasurer, and in the absence of the Treasurer or  in\nthe event of his disability or refusal to act, shall perform the duties  of\nthe  Treasurer,  and when so acting, shall have all the powers  of  and  be\nsubject  to  all the restrictions upon the Treasurer.  If required  by  the\n\n                                      27\n\nBoard  of  Directors, an Assistant Treasurer shall give the  Corporation  a\nbond  in such sum and with such surety or sureties as shall be satisfactory\nto the Board of Directors for the faithful performance of the duties of his\noffice  and  for the restoration to the Corporation, in case of his  death,\nresignation,  retirement  or removal from office,  of  all  books,  papers,\nvouchers,  money and other property of whatever kind in his  possession  or\nunder his control belonging to the Corporation.\n\n     Section  12.    Other Officers.  Such other officers as the  Board  of\nDirectors  or President may choose shall perform such duties and have  such\npowers  as  from  time  to time may be assigned  to  them.   The  Board  of\nDirectors may delegate to any other officer of the Corporation the power to\nchoose  such  other officers and to prescribe their respective  duties  and\npowers.\n\n                           ARTICLE V\n                             STOCK\n\n     Section  1.      Form of Certificates.  Every holder of stock  in  the\nCorporation shall be entitled to have a certificate signed, in the name  of\nthe  Corporation  (i) by the Senior Chairman or Chairman of  the  Board  of\nDirectors,  by  the  Chief Executive Officer, by the  President  and  Chief\nOperating Officer, or by a Vice President and (ii) by the Treasurer  or  an\nAssistant  Treasurer,  or the Secretary or an Assistant  Secretary  of  the\nCorporation,  certifying  the  number  of  shares  owned  by  him  in   the\nCorporation.\n\n     Section  2.      Signatures.   Any or all of  the  signatures  on  the\ncertificate  may  be a facsimile. In case any officer,  transfer  agent  or\nregistrar who has signed or whose facsimile signature has been placed  upon\na  certificate  shall  have ceased to be such officer,  transfer  agent  or\nregistrar  before  such certificate is issued, it  may  be  issued  by  the\nCorporation with the same effect as if he were such officer, transfer agent\nor registrar at the date of issue.\n\n     Section 3.     Lost Certificates.  The Board of Directors may direct a\nnew certificate to be issued in place of any certificate theretofore issued\nby the Corporation alleged to have been lost, stolen or destroyed, upon the\nmaking  of an affidavit of that fact by the person claiming the certificate\nof stock to be lost, stolen or destroyed.  When authorizing such issue of a\nnew  certificate, the Board of Directors may, in its discretion  and  as  a\ncondition  precedent to the issuance thereof, require  the  owner  of  such\nlost,  stolen  or  destroyed certificate, or his legal  representative,  to\nadvertise  the same in such manner as the Board of Directors shall  require\nand\/or  to  give  the Corporation a bond in such sum as it  may  direct  as\nindemnity  against any claim that may be made against the Corporation  with\nrespect to the certificate alleged to have been lost, stolen or destroyed.\n\n     Section   4.      Transfers.   Stock  of  the  Corporation  shall   be\ntransferable  in  the  manner  prescribed by  law  and  in  these  By-Laws.\nTransfers  of stock shall be made on the books of the Corporation  only  by\nthe person named in the certificate or by his attorney lawfully constituted\nin  writing and upon the surrender of the certificate therefor, which shall\nbe canceled before a new certificate shall be issued.\n\n\n                                       28\n\n     Section  5.      Record  Date.   In order  that  the  Corporation  may\ndetermine the stockholders entitled to notice of or to vote at any  meeting\nof  stockholders or any adjournment thereof, or entitled to express consent\nto  corporate action in writing without a meeting, or entitled  to  receive\npayment  of any dividend or other distribution or allotment of any  rights,\nor  entitled to exercise any rights in respect of any change, conversion or\nexchange of stock, or for the purpose of any other lawful action, the Board\nof  Directors may fix, in advance, a record date, which shall not  be  more\nthan sixty days nor less than ten days before the date of such meeting, nor\nmore  than  sixty  days  prior  to any other action.   A  determination  of\nstockholders  of record entitled to notice of or to vote at  a  meeting  of\nstockholders  shall  apply  to any adjournment of  the  meeting;  provided,\nhowever,  that  the Board of Directors may fix a new record  date  for  the\nadjourned meeting.\n     \n     Section  6.     Beneficial Owners.  The Corporation shall be  entitled\nto recognize the exclusive right of a person registered on its books as the\nowner  of  shares to receive dividends, and to vote as such owner,  and  to\nhold  liable for calls and assessments a person registered on its books  as\nthe  owner of shares, and shall not be bound to recognize any equitable  or\nother claim to or interest in such share or shares on the part of any other\nperson,  whether  or  not it shall have express or  other  notice  thereof,\nexcept as otherwise provided by law.\n\n                           ARTICLE VI\n                            NOTICES\n\n     Section  1.     Notices.  Whenever written notice is required by  law,\nthe  Certificate  of Incorporation or these By-Laws, to  be  given  to  any\ndirector, member of a committee or stockholder, such notice may be given by\nmail, addressed to such director, member of a committee or stockholder,  at\nhis  address as it appears on the records of the Corporation, with  postage\nthereon  prepaid, and such notice shall be deemed to be given at  the  time\nwhen  the same shall be deposited in the United States mail. Written notice\nmay also be given personally or by telegram, telex or cable.\n\n     Section 2.     Waivers of Notice.  Whenever any notice is required  by\nlaw, the Certificate of Incorporation or these By-Laws, to be given to  any\ndirector,  member  of  a  committee or stockholder,  a  waiver  thereof  in\nwriting,  signed by the person or persons entitled to said notice,  whether\nbefore  or  after  the  time  stated therein, shall  be  deemed  equivalent\nthereto.\n\n                          ARTICLE VII\n                       GENERAL PROVISIONS\n\n     Section   1.       Dividends.   Dividends  upon  the  stock   of   the\nCorporation, subject to the provisions of the Certificate of Incorporation,\nif any, may be declared by the Board of Directors at any regular or special\nmeeting,  and  may  be  paid in cash, in property,  or  in  shares  of  the\nCorporation's  stock.  Before payment of any dividend,  there  may  be  set\naside out of any funds of the Corporation available for dividends such  sum\nor  sums  as  the  Board of Directors from time to time,  in  its  absolute\ndiscretion, deems proper as a reserve or reserves to meet contingencies, or\nfor  equalizing dividends, or for repairing or maintaining any property  of\nthe  Corporation, or for any proper purpose, and the Board of Directors may\nmodify or abolish any such reserve.\n\n                                      29\n\n     Section  2.      Disbursements.  All checks or demands for  money  and\nnotes  of  the Corporation shall be signed by such officer or  officers  or\nsuch  other  person or persons as the Board of Directors may from  time  to\ntime designate.\n\n     Section 3.     Fiscal Year.  The fiscal year of the Corporation  shall\nend on the Saturday nearest the 30th day of September of each year.\n\n     Section  4.      Corporate  Seal.   The  corporate  seal  shall   have\ninscribed thereon the name of the Corporation, the year of its organization\nand  the  words 'Corporate Seal, Delaware.' The seal may be used by causing\nit  or  a  facsimile thereof to be impressed or affixed  or  reproduced  or\notherwise.\n                          ARTICLE VIII\n                        INDEMNIFICATION\n\n     Section 1.     Indemnification Rights.  Every person who was or  is  a\nparty  or is threatened to be made a party to or is involved in any action,\nsuit,   or   proceedings,  whether  civil,  criminal,  administrative,   or\ninvestigative,  by  reason of the fact that he is  or  was  a  director  or\nofficer  of  the  Corporation or is or was serving at the  request  of  the\nCorporation  as  a director or officer of another corporation,  or  as  its\nrepresentative in a partnership, joint venture, trust, or other enterprise,\nshall  be  indemnified  and  held harmless to the  fullest  extent  legally\npermissible  under and pursuant to any procedure specified in  the  General\nCorporation  Law of the State of Delaware, as amended from  time  to  time,\nagainst  all expenses, liabilities, and losses (including attorney's  fees,\njudgments,  fines, and amounts paid or to be paid in settlement) reasonably\nincurred  or  suffered  by  him in connection  therewith.   Such  right  of\nindemnification  shall  be a contract right that may  be  enforced  in  any\nlawful  manner by such person.  Such right of indemnification shall not  be\nexclusive of any other right which such directors or officers may  have  or\nhereafter  acquire and, without limiting the generality of such  statement,\nthey  shall be entitled to their respective rights of indemnification under\nany  agreement,  vote of stockholders, provision of law, or  otherwise,  as\nwell as their rights under this paragraph.\n\n     Section  2.      Insurance.   The Board of  Directors  may  cause  the\nCorporation to purchase and maintain insurance on behalf of any person  who\nis or was a director or officer of the Corporation, or is or was serving at\nthe  request  of  the  Corporation  as a director  or  officer  of  another\ncorporation,  or  as  its representative in a partnership,  joint  venture,\ntrust,  or  other  enterprise against any liability asserted  against  such\nperson  and  incurred in any such capacity or arising out of  such  status,\nwhether  or  not  the Corporation would have the power  to  indemnify  such\nperson.\n     Section  3.     Advance Payment of Expenses.  Expenses incurred  by  a\ndirector  or  officer of the Corporation in defending a civil  or  criminal\naction,  suit  or proceeding by reason of the fact that  he  is  or  was  a\ndirector or officer of the Corporation (or was serving at the Corporation's\nrequest  as  a  director  or  officer of another  corporation,  or  as  its\nrepresentative in a partnership, joint venture, trust or other  enterprise)\nshall  be  paid  by the Corporation in advance of the final disposition  of\nsuch  action, suit or proceeding upon receipt of an undertaking  by  or  on\nbehalf  of  such  person  to repay such amount if it  shall  ultimately  be\ndetermined that he is not entitled to be indemnified by the Corporation  as\nauthorized by relevant sections of the General Corporation Law of Delaware.\n\n                                       30\n\n                           ARTICLE IX\n                           AMENDMENTS\n\n     Subject  to  provisions contained in the Certificate of  Incorporation\npertaining to amendment of the Corporation's By-Laws, these By-Laws may  be\naltered,  amended or repealed, in whole or in part, or new By-Laws  may  be\nadopted by the stockholders of the Corporation.  The Board of Directors  by\na unanimous vote of the whole Board at any meeting may amend these By-laws,\nincluding By-laws adopted by the stockholders.\n\n\n     APPROVED this 14th day of January, 2000.\n\n\n\n                        _________________________________________\n                        Chairman of the Board of Directors\n\n\nAttest:\n\n\n_______________________\nSecretary\n\n\n\n\n\n\n                                    31\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9134],"corporate_contracts_industries":[9426],"corporate_contracts_types":[9573,9574],"class_list":["post-41478","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyson-foods-inc","corporate_contracts_industries-food__meat","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\/41478","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=41478"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41478"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41478"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41478"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}