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8-K - FORM 8-K - AMERICAN ITALIAN PASTA CO | c59344e8vk.htm |
EX-3.1 - EX-31 - AMERICAN ITALIAN PASTA CO | c59344exv3w1.htm |
Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
AMERICAN ITALIAN PASTA COMPANY
BYLAWS
OF
AMERICAN ITALIAN PASTA COMPANY
ARTICLE I
Stockholders
Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the
election of directors at such date, time and place either within or without the State of Delaware
as may be designated by the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.
Section 1.2. Special Meetings. Special meetings of stockholders may be called at any
time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or
the Board of Directors, to be held at such date, time and place either within or without the State
of Delaware as may be stated in the notice of the meeting.
Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given which shall state the
place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. Unless otherwise provided by law, the written notice of any
meeting shall be given not less than ten nor more than sixty days before the date of the meeting to
each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation.
Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the Corporation may transact any
business which might have been transacted at the original meeting. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at
the meeting.
Section 1.5. Quorum. At each meeting of stockholders, except where otherwise provided
by law or the Certificate of Incorporation or these bylaws, the holders of a majority of the
outstanding shares of each class of stock entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more
classes or series of stock shall be considered a single class if the holders thereof are entitled
to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so
present may, by majority vote, adjourn the meeting from time to time in the manner provided by
Section 1.4 of these bylaws until a quorum shall attend. Shares of its own capital stock belonging
on the record date for the meeting to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other corporation is held,
directly or indirectly, by the
Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided,
however, that the foregoing shall not limit the right of the Corporation to vote stock, including
but not limited to its own stock, held by it in a fiduciary capacity.
Section 1.6. Organization. Meetings of stockholders shall be presided over by the
Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any, or in
his absence by the President, or in his absence by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the
meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.
Section 1.7. Voting; Proxies. Unless otherwise provided in the Certificate of
Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled
to one vote for each share of stock held by him which has voting power upon the matter in question.
Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another person or persons to act for
him by proxy, but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an instrument in writing
revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the
Corporation. Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors unless the holders of a majority of the outstanding shares of all classes
of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine.
At all meetings of stockholders for the election of directors, a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless otherwise provided by law
or by the Certificate of Incorporation or these bylaws, be decided by the vote of the holders of a
majority of the outstanding shares of all classes of stock entitled to vote thereon present in
person or by proxy at the meeting, provided that (except as otherwise required by law or by the
Certificate of Incorporation) the Board of Directors may require a larger vote upon any election or
question.
Section 1.8. Fixing Date for Determination of Stockholders of Record. In order that
the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. If no record date is fixed:
(1) the record date for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next preceding the day on which
the meeting is held; (2) the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the Board is necessary,
shall be the day on which the first written consent is expressed; and (3) the record date for
determining stockholders for any other purpose shall be at the close of business on the day on
which the Board adopts the resolution relating thereto. A determination of stockholders of record
entitled to notice
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of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned meeting.
Section 1.9. List of Stockholders Entitled to Vote. The Secretary shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the whole time thereof and
may be inspected by any stockholder who is present.
Section 1.10. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided
in the Certificate of Incorporation, any action required by law to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be taken at any annual
or special meeting of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those stockholders who have not
consented in writing.
ARTICLE II
Board of Directors
Section 2.1. Powers; Number; Qualifications. The business and affairs of the
Corporation shall be managed by the Board of Directors, except as may be otherwise provided by law
or in the Certificate of Incorporation. The Board shall consist of one or more members, the number
thereof to be determined from time to time by the Board. Directors need not be stockholders.
Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies. Each director
shall hold office until the annual meeting of stockholders next succeeding his election and until
his successor is elected and qualified or until his earlier resignation or removal. Any director
may resign at any time upon written notice to the Board of Directors or to the President or the
Secretary of the Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein no acceptance of such resignation shall be necessary to make
it effective. Unless otherwise provided in the Certificate of Incorporation or these bylaws,
vacancies and newly created directorships resulting from any increase in the authorized number of
directors or from any other cause may be filled by a majority of the directors then in office,
although less than a quorum, or by the sole remaining director.
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Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held
at such places within or without the State of Delaware and at such times as the Board may from time
to time determine, and if so determined, notice thereof need not be given.
Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held
at any time or place within or without the State of Delaware whenever called by the Chairman of the
Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors.
Reasonable notice thereof shall be given by the person or persons calling the meeting.
Section 2.5. Telephonic Meetings Permitted. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, members of the Board of Directors, or any committee
designated by the Board, may participate in a meeting of the Board or of such committee, as the
case may be, by means of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and participation in a meeting
pursuant to this bylaw shall constitute presence in person at such meeting.
Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of
Directors one third of the entire Board shall constitute a quorum for the transaction of business.
The vote of a majority of the directors present at a meeting at which a quorum is present shall be
the act of the Board unless the Certificate of Incorporation or these bylaws shall require a vote
of a greater number. In case at any meeting of the Board a quorum shall not be present, the
members of the Board present may adjourn the meeting from time to time until a quorum shall attend.
Section 2.7. Organization. Meetings of the Board of Directors shall be presided over
by the Chairman of the Board, if any, or in his absence by the Vice Chairman of the Board, if any,
or in his absence by the President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
Section 2.8. Informal Action by Directors. Unless otherwise restricted by the
Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if
all members of the Board or of such committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board or committee.
ARTICLE III
Committees
Section 3.1. Committees. The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. The bylaws may provide that in the absence
or disqualification of a member of a committee, the member or members present at any meeting and
not disqualified from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the bylaws of the
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Corporation, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation; but no such committee
shall have the power or authority in reference to the following matters: (i) approving or adopting,
or recommending to the stockholders, any action or matter expressly required by these bylaws to be
submitted to stockholders for approval or (ii) adopting, amending or repealing any bylaw of the
Corporation.
Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each
committee designated by the Board may make, alter and repeal rules for the conduct of its business.
In the absence of a provision by the Board or a provision in the rules of such committee to the
contrary, a majority of the entire authorized number of members of such committee shall constitute
a quorum for the transaction of business, the vote of a majority of the members present at a
meeting at the time of such vote if a quorum is then present shall be the act of such committee,
and in other respects each committee shall conduct its business in the same manner as the Board
conducts its business pursuant to Article II of these bylaws.
ARTICLE IV
Officers
Section 4.1. Officers; Election; Qualification; Term of Office; Resignation; Removal;
Vacancies. As soon as practicable after the annual meeting of stockholders in each year, the
Board of Directors shall elect a President and a Secretary, and it may, if it so determines, elect
from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may
also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more
Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and may give any of them
such further designations or alternate titles as it considers desirable. Each such officer shall
hold office until the first meeting of the Board after the annual meeting of stockholders next
succeeding his election, and until his successor is elected and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon written notice to the Board or to
the President or the Secretary of the Corporation. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein no acceptance of such resignation shall
be necessary to make it effective. The Board may remove any officer with or without cause at any
time. Any such removal shall be without prejudice to the contractual rights of such officer, if
any, with the Corporation, but the election or appointment of an officer shall not of itself create
contractual rights. Any number of offices may be held by the same person. Any vacancy occurring
in any office of the Corporation by death, resignation, removal or otherwise may be filled for the
unexpired portion of the term by the Board at any regular or special meeting.
Section 4.2. Powers and Duties of Executive Officers. The officers of the Corporation
shall have such powers and duties in the management of the Corporation as may be prescribed by the
Board of Directors and, to the extent not so provided, as generally pertain to their respective
offices, subject to the control of the Board. The Board may require any officer, agent or employee
to give security for the faithful performance of his duties.
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ARTICLE V
Stock
Section 5.1. Certificates. Every holder of stock in the Corporation shall be entitled
to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman
of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by him in the Corporation. If such certificate is manually signed by one
officer or manually countersigned by a transfer agent or by a registrar, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at the date of issue.
Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. The Corporation may issue a new certificate of stock in the place of any
certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the
Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of any such certificate
or the issuance of such new certificate.
ARTICLE VI
Miscellaneous
Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be determined by
the Board of Directors.
Section 6.2. Seal. The Corporation shall have no corporate seal.
Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees.
Whenever notice is required to be given by law or under any provision of the Certificate of
Incorporation or these bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be specified in any written
waiver of notice unless so required by the Certificate of Incorporation or these bylaws.
Section 6.4. Indemnification of Directors, Officers and Employees. The Corporation
shall have power to indemnify to the full extent authorized by law any person made or
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threatened to be made a party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he, his testator or intestate is or was
a director, officer or employee of the Corporation or any predecessor of the Corporation or serves
or served any other enterprise as a director, officer or employee at the request of the Corporation
or any predecessor of the Corporation.
Section 6.5. Interested Directors; Quorum. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the Corporation and any other
corporation, partnership, association or other organization in which one or more of its directors
or officers are directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at or participates in
the meeting of the Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose, if: (1) the
material facts as to his relationship or interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or (2) the material facts
as to his relationship or interest and as to the contract or transaction are disclosed or are known
to the stockholders entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as
to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee
thereof or the stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or
transaction.
Section 6.6. Form of Records. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account and minute books, may
be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any
other information storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any records so kept upon
the request of any person entitled to inspect the same.
Section 6.7. Amendment of Bylaws. These bylaws may be altered or repealed, and new
bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may
alter or repeal any bylaw whether or not adopted by them.
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