{"id":41537,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-kraft-foods-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-kraft-foods-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-kraft-foods-inc.html","title":{"rendered":"Bylaws &#8211; Kraft Foods Inc."},"content":{"rendered":"<pre>\n                         AMENDED AND RESTATED BY-LAWS\n\n                                      of\n\n                               KRAFT FOODS INC.\n\n                                   ARTICLE I\n\n                           Meetings of Shareholders\n\n\n     Section 1.  Annual Meetings. - The annual meeting of the shareholders for\n                 ---------------                                              \nthe election of directors and for the transaction of such other business as may\nproperly come before the meeting, and any postponement or adjournment thereof,\nshall be held on such date and at such time as the Board of Directors may in its\ndiscretion determine.\n\n     Section 2.  Special Meetings. - Unless otherwise provided by law, special\n                 ----------------                                             \nmeetings of the shareholders may be called by the chairman of the Board of\nDirectors or by order of the Board of Directors, whenever deemed necessary.  In\naddition, until Philip Morris Companies Inc. (\"PM Companies\") owns less than 50\npercent of the Corporation's outstanding voting shares on an as-converted basis,\nthe Board of Directors shall call a special meeting of shareholders promptly\nupon the written request of PM Companies.\n\n     Section 3.  Place of Meetings. - All meetings of the shareholders shall be\n                 -----------------                                             \nheld at such places as from time to time may be fixed by the Board of Directors.\n\n     Section 4.  Notice of Meetings. - Notice, stating the place, day and hour\n                 ------------------                                           \nand, in the case of a special meeting, the purpose or purposes for which the\nmeeting is called, shall be given not less than 10 nor more than 60 days before\nthe date of the meeting (except as a different time is specified herein or by\nlaw), to each shareholder of record having voting power in respect of the\nbusiness to be transacted thereat.  Notice of a shareholders' meeting to act on\nan amendment of the Articles of Incorporation, a plan of merger or share\nexchange, a proposed sale of all, or substantially all of the Corporation's\nassets, otherwise than in the usual and regular course of business, or the\ndissolution of the Corporation shall be given not less than 25 nor more than 60\ndays before the date of the meeting and shall be accompanied, as appropriate, by\na copy of the proposed amendment, plan of merger or share exchange or sale\nagreement.\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 shareholder\nwho attends a meeting shall be deemed to have (a) 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 (b) waived objection to consideration of a particular matter at the\nmeeting that is not within the\n\n \npurpose or purposes described in the meeting notice, unless he or she objects to\nconsidering the matter when it is presented.\n\n     Section 5.  Quorum. - At all meetings of the shareholders, unless a greater\n                 ------                                                         \nnumber 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 the\n                 ----------------------------------                          \nshareholders, the chairman of the Board of Directors or, in the chairman's\nabsence, any Philip Morris Designee (as defined in the Corporate Agreement,\ndated as of June 12, 2001, between the Corporation and PM Companies), shall act\nas chairman. In the absence of all of the foregoing persons, or, if present,\nwith their consent, a majority of the shares entitled to vote at such meeting,\nmay appoint any person to act as chairman. The secretary of the Corporation\nshall act as secretary at all meetings of the shareholders. In the absence of\nthe secretary, the chairman may appoint any person to act as secretary of the\nmeeting.\n\n     The chairman shall have the right and authority to prescribe such rules,\nregulations and procedures and to do all such acts and things as are necessary\nor 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 shareholders, 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 shareholder of the\nCorporation who shall be entitled to vote at such meeting and who complies with\nthe notice procedures set forth in this Section 6.  In addition to any other\napplicable requirements, for business to be properly brought before an annual\nmeeting by a shareholder, the shareholder must have given timely notice thereof\nin writing to the secretary of the Corporation.  To be timely, a shareholder's\nnotice must be given, either by personal delivery or by United States certified\nmail, postage prepaid, and received at the principal executive offices of the\nCorporation (i) not less than 120 days nor more than 150 days before the first\nanniversary of the date of the Corporation's proxy statement in connection with\nthe last annual meeting of shareholders or (ii) if no annual meeting was held in\nthe previous year or the date of the applicable annual meeting has been changed\nby more than 30 days from the date of the previous year's annual meeting, not\nless than 60 days before the date of the applicable annual meeting.  A\nshareholder's notice to the secretary shall set forth as to each matter the\nshareholder proposes to bring before the annual meeting (a) a brief description\nof the business desired to be brought\n                                       2\n\n \nbefore the annual meeting, including the complete text of any resolutions to be\npresented at the annual meeting, and the reasons for conducting such business at\nthe annual meeting, (b) the name and address, as they appear on the\nCorporation's stock transfer books, of such shareholder proposing such business,\n(c) a representation that such shareholder is a shareholder of record and\nintends to appear in person or by proxy at such meeting to bring the business\nbefore the meeting specified in the notice, (d) the class, series and number of\nshares of stock of the Corporation beneficially owned by the shareholder and (e)\nany material interest of the shareholder in such business. The secretary of the\nCorporation shall deliver each such shareholder's notice that has been timely\nreceived to the Board of Directors or a committee designated by the Board of\nDirectors for review. Notwithstanding the foregoing, until PM Companies owns\nless than 50 percent of the Corporation's outstanding voting shares on an as-\nconverted basis, notice by PM Companies shall be timely and complete if\ndelivered orally at any time prior to or during the annual meeting.\nNotwithstanding anything in the By-Laws to the contrary, no business shall be\nconducted at an annual meeting except in accordance with the procedures set\nforth in this Section 6. The chairman of an annual meeting shall, if the facts\nwarrant, 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 shareholder 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 (the \"Exchange Act\"), including, but not limited to, Rule 14a-8 or its\nsuccessor provision.\n\n     Section 7.  Voting. - A shareholder may vote his or her shares in person or\n                 ------                                                         \nby 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 11 months from its date,\nunless otherwise provided in the proxy.  Each holder of record of stock of any\nclass 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 in the holders'\nname on the books of the Corporation.  Unless required by statute or determined\nby the chairman to be advisable, the vote on any question need not be by ballot.\nOn a vote by ballot, each ballot shall be signed by the shareholder voting or by\nsuch shareholder's proxy, if there be such proxy.\n\n     Section 8.  Written Authorization. - A shareholder or a shareholder's duly\n                 ---------------------                                         \nauthorized attorney-in-fact may execute a writing authorizing another person or\npersons to act for him or her as proxy.  Execution may be accomplished by the\nshareholder or such shareholder's duly authorized attorney-in-fact or authorized\nofficer, director, employee or agent signing such writing or causing such\nshareholder's signature to be affixed to such writing by any reasonable means\nincluding, but not limited to, by facsimile signature.\n\n     Section 9.  Electronic Authorization. - The secretary or any senior vice\n                 ------------------------                                    \npresident may approve procedures to enable a shareholder or a shareholder's duly\nauthorized attorney-in-fact to authorize another person or persons to act for\nhim or her as proxy by transmitting or authorizing \n\n                                       3\n\n \nthe transmission of a telegram, cablegram, internet transmission, telephone\ntransmission or other means of electronic transmission to the person who will be\nthe holder of the proxy or to a proxy solicitation firm, proxy support service\norganization or like agent duly authorized by the person who will be the holder\nof the proxy to receive such transmission, provided that any such transmission\nmust either set forth or be submitted with information from which the inspectors\nof election can determine that the transmission was authorized by the\nshareholder or the shareholder's duly authorized attorney-in-fact. If it is\ndetermined that such transmissions are valid, the inspectors shall specify the\ninformation upon which they relied. Any copy, facsimile telecommunication or\nother reliable reproduction of the writing or transmission created pursuant to\nthis Section 9 may be substituted or used in lieu of the original writing or\ntransmission for any and all purposes for which the original writing or\ntransmission could be used, provided that such copy, facsimile telecommunication\nor other reproduction shall be a complete reproduction of the entire original\nwriting or transmission.\n\n     Section 10. Inspectors. - At every meeting of the shareholders for\n                 ----------                                            \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                                  ARTICLE II\n\n                              Board of Directors\n\n     Section 1.  General Powers. - The business and affairs of the Corporation\n                 --------------                                               \nshall be managed under the direction of the Board of Directors.\n\n     Section 2.  Number. - The number of directors shall be nine (9).\n                 ------                                              \n\n     Section 3.  Term of Office and Qualification. - Each director shall serve\n                 --------------------------------                             \nfor the term for which he or she shall have been elected and until a successor\nshall have been duly elected.\n\n     Section 4.  Nomination and Election of Directors. - At each annual meeting\n                 ------------------------------------                          \nof shareholders, the shareholders entitled to vote shall elect the directors.\nNo person shall be eligible for election as a director unless nominated in\naccordance with the procedures set forth in this Section 4.  Nominations of\npersons for election to the Board of Directors may be made by the Board of\nDirectors or any committee designated by the Board of Directors or by any\nshareholder entitled to vote for the election of directors at the applicable\nmeeting of shareholders who complies with the notice procedures set forth in\nthis Section 4.  Such nominations, other than those made by the Board of\nDirectors or any committee designated by the Board of Directors, may be made\nonly if written notice of a shareholder's intent to nominate one or more \npersons for election as directors at the applicable meeting of shareholders has\nbeen given, either\n                                       4\n\n \nby personal delivery or by United States certified mail, postage prepaid, to the\nsecretary of the Corporation and received (i) not less than 120 days nor more\nthan 150 days before the first anniversary of the date of the Corporation's\nproxy statement in connection with the last annual meeting of shareholders, 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 of\nthe previous year's annual meeting, not less than 60 days before the date of the\napplicable annual meeting, or (iii) with respect to any special meeting of\nshareholders called for the election of directors, not later than the close of\nbusiness on the seventh day following the date on which notice of such meeting\nis first given to shareholders. Each such shareholder's notice shall set forth\n(a) as to the shareholder giving the notice, (i) the name and address, as they\nappear on the Corporation's stock transfer books, of such shareholder, (ii) a\nrepresentation that such shareholder is a shareholder of record and intends to\nappear in person or by proxy at such meeting to nominate the person or persons\nspecified in the notice, (iii) the class and number of shares of stock of the\nCorporation beneficially owned by such shareholder and (iv) a description of all\narrangements or understandings between such shareholder and each nominee and any\nother person or persons (naming such person or persons) pursuant to which the\nnomination or nominations are to be made by such shareholder; and (b) as to each\nperson whom the shareholder proposes to nominate for election as a director, (i)\nthe name, age, business address and, if known, residence address of such person,\n(ii) the principal occupation or employment of such person, (iii) the class and\nnumber of shares of stock of the Corporation that are beneficially owned by such\nperson, (iv) any other information relating to such person that is required to\nbe disclosed in solicitations of proxies for election of directors or is\notherwise required by the rules and regulations of the Securities and Exchange\nCommission promulgated under the Exchange Act and (v) the written consent of\nsuch person to be named in the proxy statement as a nominee and to serve as a\ndirector if elected. The secretary of the Corporation shall deliver each such\nshareholder's notice that has been timely received to the Board of Directors or\na committee designated by the Board of Directors for review. Notwithstanding the\nforegoing, until PM Companies owns less that 50 percent of the Corporation's\noutstanding voting shares on an as-converted basis, notice by PM Companies shall\nbe timely and complete if delivered orally at any time prior to or during the\nmeeting. Any person nominated for election as director by the Board of Directors\nor any committee designated by the Board of Directors shall, upon the request of\nthe Board of Directors or such committee, furnish to the secretary of the\nCorporation all such information pertaining to such person that is required to\nbe set forth in a shareholder's notice of nomination. The chairman of the\nmeeting of shareholders shall, if the facts warrant, determine that a nomination\nwas not made in accordance with the procedures prescribed by this Section 4. If\nthe chairman should so determine, he or she shall so declare to the meeting and\nthe defective nomination shall be disregarded.\n\n     Section 5.  Organization. - At all meetings of the Board of Directors, the\n                 ------------                                                  \nchairman of the Board of Directors or, in the absence of the chairman, any\nPhilip Morris Designee shall act as chairman of the meeting.  The secretary of\nthe Corporation shall act as secretary of meetings of the Board of Directors.\nIn the absence of the secretary at such meeting, the chairman of the meeting\nshall appoint any person to act as secretary of the meeting.\n\n\n                                       5\n\n \n     Section 6.  Vacancies. - Any vacancy occurring in the Board of Directors,\n                 ---------                                                    \nincluding a vacancy resulting from amending these By-Laws to increase the number\nof directors by 30 percent or less, may be filled by the affirmative vote of a\nmajority of the remaining directors though less than a quorum of the Board of\nDirectors.\n\n     Section 7.  Place of Meeting. - Meetings of the Board of Directors, regular\n                 ----------------                                               \nor special, may be held either within or without the Commonwealth of Virginia.\n\n     Section 8.  Organizational Meeting. - The annual organizational meeting of\n                 ----------------------                                        \nthe Board of Directors shall be held immediately following adjournment of the\nannual meeting of shareholders and at the same place, without the requirement of\nany notice other than this provision of the By-Laws.\n\n     Section 9.  Regular Meetings: Notice. - Regular meetings of the Board of\n                 ------------------------                                    \nDirectors 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 Directors\n                 ----------------                                              \nshall be held whenever called by order of the chairman of the Board of Directors\nor any Philip Morris Designee.  Notice of each such meeting, which need not\nspecify the business to be transacted thereat, shall be mailed to each director,\naddressed to his or her residence or usual place of business, at least twenty-\nfour hours before the day on which the meeting is to be held, or shall be sent\nto such place by telegraph, telex or telecopy or be delivered personally or by\ntelephone, not later than the day before the day on which the meeting is to be\nheld.\n\n     Section 11. Waiver of Notice. - Whenever any notice is required to be\n                 ----------------                                         \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 provided\n                 ---------------------------                                   \nby law, a majority of the directors fixed by these By-Laws at the time of any\nregular or special meeting shall constitute a quorum for the transaction of\nbusiness at such meeting, and the act of a majority of the directors present at\nany such meeting at which a quorum is present shall be the act of the Board of\nDirectors.  In the absence of a quorum, a majority of those present may adjourn\nthe 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 Directors\n                 -----------------                                             \nbusiness may be transacted in such order as from time to time the Board of\nDirectors may determine.\n\n                                       6\n\n \n\n     Section 14. Committees. - In addition to the executive committee\n                 ----------                                          \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 (a) a majority of all directors in office at\nthe time the action is being taken or (b) the number of directors required to\ntake action under Article II, Section 12 hereof.  Any such committee, to the\nextent provided in the resolution of the Board of Directors designating the\ncommittee, shall have and may exercise the powers and authority of the Board of\nDirectors in the management of the business and affairs of the Corporation,\nexcept 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\n                 --------------------------                              \nresolution adopted pursuant to Article II, Section 14 hereof, may designate one\nor more directors to constitute an executive committee, who shall serve during\nthe pleasure of the Board of Directors.  The executive committee, to the extent\nprovided in such resolution and permitted by law, shall have and may exercise\nall of the authority of the Board of Directors.\n\n     Section 2.  Organization, Etc. - The executive committee may choose a\n                 -----------------                                        \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 called\n                 --------                                                     \nby any member of the committee.  Notice of each such meeting, which need not\nspecify the business to be transacted thereat, shall be mailed to each member of\nthe committee, addressed to his or her residence or usual place of business, at\nleast two days before the day on which the meeting is to be held or shall be\nsent to such place by telegraph, telex or telecopy or be delivered personally or\nby telephone, not later than the day before the day on which the meeting is to\nbe held.\n\n     Section 4.  Quorum and Manner of Acting. - A majority of the executive\n                 ---------------------------                               \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\nshall act only as a committee, and the individual members shall have no powers\nas such.\n\n     Section 5.  Removal. - Any member of the executive committee may be\n                 -------                                                \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 be\n                 ---------                                                   \nfilled by the Board of Directors.\n\n                                       7\n\n \n\n                                  ARTICLE IV\n\n                                   Officers\n                                        \n     Section 1.  Number. - The officers of the Corporation shall be two co-chief\n                 ------                                                         \nexecutive officers, one of whom shall be the Chief Executive Officer, Kraft\nFoods International and the other of whom shall be the Chief Executive Officer,\nKraft Foods North America, a chief financial officer, one or more senior vice\npresidents, a general counsel, a secretary and such other officers as may from\ntime to time be chosen by the Board of Directors. Any two or more offices may be\nheld by the same person.\n\n     Section 2.  Election, Term of Office and Qualifications. - All officers of\n                 -------------------------------------------                   \nthe 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.\n\n     Section 3.  Vacancies. - If any vacancy shall occur among the officers of\n                 ---------                                                    \nthe Corporation, such vacancy shall be filled by the Board of Directors.\n\n     Section 4.  Other Officers, Agents and Employees - Their Powers and Duties.\n                 --------------------------------------------------------------\n- The Board of Directors may from time to time appoint such other officers as\nthe Board of Directors may deem necessary, to hold office for such time as may\nbe designated by it or during its pleasure, and the Board of Directors or either\nco-chief executive officer may appoint, from time to time, such agents and\nemployees of the Corporation as may be deemed proper, and may authorize any\nofficers to appoint and remove agents and employees. The Board of Directors or\neither co-chief executive officer may from time to time prescribe the powers and\nduties of such other officers, agents and employees of the Corporation.\n\n     Section 5.  Removal. - Any officer, agent or employee of the Corporation\n                 -------                                                     \nmay be removed, either with or without cause, by a vote of a majority of the\nBoard of Directors or, in the case of any agent or employee not appointed by the\nBoard of Directors, by a superior officer upon whom such power of removal may be\nconferred by the Board of Directors or either co-chief executive officer.\n\n     Section 6.  Chairman of the Board of Directors. - The chairman of the Board\n                 ----------------------------------                             \nof Directors shall be chosen from among the directors but shall not be an\nofficer of the Corporation.  The chairman of the Board of Directors shall\npreside at meetings of the shareholders and of the Board of Directors and shall\nbe responsible to the Board of Directors.  The chairman shall, from time to\ntime, report to the Board of Directors on matters within his or her knowledge\nthat the interests of the Corporation may require be brought to its notice. \nThe chairman shall do and perform such other duties as from time to time the\nBoard of Directors may prescribe.\n\n     Section 7.  Co-Chief Executive Officers. - The co-chief executive officers\n                 ---------------------------                                  \nshall be devoted to the Corporation's business and affairs under the basic\npolicies set by the Board of \n\n                                       8\n\n \nDirectors and shall time to time report to the Board of Directors on matters\nwithin their knowledge that the interests of the Corporation may require be\nbrought to the Board of Director's notice. Each co-chief executive officer shall\nbe responsible to the Board of Directors and shall perform such duties as shall\nbe assigned to him or her by the Board of Directors.\n\n     Section 8.  Senior Vice Presidents. - The senior vice presidents of the\n                 ----------------------                                     \nCorporation shall assist the chairman of the Board of Directors and the co-chief\nexecutive officers in carrying out their respective duties and shall perform\nthose duties that may from time to time be assigned to them.\n\n     Section 9.  Chief Financial Officer. - The chief financial officer shall be\n                 -----------------------                                        \na senior vice president of the Corporation and shall be responsible for the\nmanagement and supervision of the financial affairs of the Corporation.\n\n     Section 10.  Secretary. - The secretary shall keep the minutes of all\n                  ---------                                               \nmeetings of the shareholders 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 or co-\nchief executive officers may from time to time prescribe.\n\n                                   ARTICLE V\n\n                Contracts, Checks, Drafts, Bank Accounts, Etc.\n\n     Section 1.  Contracts. - Either co-chief executive officer, any senior vice\n                 ---------                                                      \npresident and such other persons as either co-chief executive officer or the\nBoard of Directors may authorize shall have the power to execute any contract or\nother instrument on behalf of the Corporation; no other officer, agent or\nemployee shall, unless otherwise in these By-Laws provided, have any power or\nauthority to bind the Corporation by any contract or acknowledgement, or pledge\nits credit or render it liable pecuniarily for any purpose or to any amount.\n\n     Section 2.  Loans. - Either co-chief executive officer, any senior vice\n                 -----                                                      \npresident and such other persons as either co-chief executive officer or the\nBoard of Directors may authorize shall have the power to effect loans and\nadvances at any time for the Corporation from any bank, trust company or other\ninstitution, or from any corporation, firm or individual, and for such loans and\nadvances may make, execute and deliver promissory notes or other evidences of\nindebtedness of the Corporation, and, as security for the payment of any and all\nloans, advances, indebtedness and liability of the Corporation, may pledge,\nhypothecate or transfer any and all stocks, securities and other personal\nproperty at any time held by the Corporation, and to that end endorse, assign\nand deliver the same.\n\n                                       9\n\n \n\n     Section 3.  Voting of Stock Held. - Either co-chief executive officer, any\n                 --------------------                                          \nsenior vice president or the secretary may from time to time appoint an attorney\nor attorneys or agent or agents of the Corporation to cast the votes that the\nCorporation may be entitled to cast as a shareholder 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 either co-chief executive officer, any senior vice president or the\nsecretary may attend in person any meeting of the holders of stock or other\nsecurities of such other corporation and thereat vote or exercise any and all\npowers of the Corporation as the holder of such stock or other securities of\nsuch other corporation.\n\n                                  ARTICLE VI\n\n                       Certificates Representing Shares\n\n     Certificates representing shares of the Corporation shall be signed by the\nco-chief executive officers. Any and all signatures on such certificates,\nincluding signatures of officers, transfer agents and registrars, may be\nfacsimile.\n\n                                  ARTICLE VII\n\n                                   Dividends\n\n     The Board of Directors may declare dividends from funds of the Corporation\nlegally available therefor.\n\n                                 ARTICLE VIII\n\n                                     Seal\n\n     The Board of Directors shall provide a suitable seal or seals, which shall\nbe in the form of a circle, and shall bear around the circumference the words\n\"Kraft Foods Inc.\" and in the center the word and figures \"Virginia, 2000.\"\n\n                                  ARTICLE IX\n\n                                  Fiscal Year\n\n     The fiscal year of the Corporation shall be the calendar year.\n\n\n                                      10\n\n \n\n                                   ARTICLE X\n\n                                   Amendment\n\n     The power to alter, amend or repeal the By-Laws of the Corporation or to\nadopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by\nthe Board of Directors may be repealed or changed by the shareholders, or new \nBy-Laws may be adopted by the shareholders, and the shareholders 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 because\nof some catastrophic event, and only in such event, these By-Laws shall, without\nfurther action by the Board of Directors, be deemed to have been amended for the\nduration 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 the\n     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 as\n     follows:\n\n     Special meetings of the Board of Directors shall be held whenever called by\n     order of any person having the powers and duties of the chairman of the\n     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 transaction\n     of business at such meeting, and the action of a majority of such directors\n     shall be the act of the Board of Directors, provided, however, that in the\n     event that only one director is present at any such meeting no action\n     except the election of directors shall be taken until at least two\n     additional directors have been elected and are in attendance.\n\n                                      11\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8003],"corporate_contracts_industries":[9424],"corporate_contracts_types":[9573,9574],"class_list":["post-41537","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-kraft-foods-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\/41537","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=41537"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41537"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41537"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41537"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}