Tobacco Documents Online

BY-LAWS OF PHILIP MORRIS & CO. LTD., INCORPORATED (As amended to M3~ecer~~er-1~~ Y o1 ARTICLE I. 1i MEETINGS OF STOCKHOLDERS. (Effective August 1, 1954) Section 1. Annual Meetings.-The annual meeting of the stock- holders for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at 12 o'clock noon, on the second Tuesday in a~ in each year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day. April Section 2. Special Meetings.-Unless otherwise provided by law, special meetings of the stockholders may be called as provided in the certificate of incorporation or by the president or by order of the board of directors whenever he or it deems it necessary, and a special meeting shall be called as provided in the certificate of incorporation or whenever persons holding of record one-tenth of the outstanding capital stock of the corporation entitled to vote at such meeting shall in writing so request. Section 3. Place of Meeting.-All meetings of the stockholders shall be held at such place in the State of Virginia as from time to time may be fixed by the board of directors. Section 4. Notice of Meetings.-Notice of the annual and of any special meeting of the stockholders shall be given to each holder of record of the stock of the corporation entitled to vote at such meeting by mailing a written or printed notice thereof enclosed in a postage prepaid envelope, addressed to him at the address last left by him with the secretary of the corporation at least ten days before the day on which the meeting is to be held. Every notice of special meeting of stockholders, besides stating the time and place of the meeting, shall state briefly the objects thereof. Except where other notice is specifically required by statute, the notice hereinabove See resolution from minutes of Board of Director.- Meeting of February 16., 1954

2 provided for shall be sufficient without publication or other form of notice. Nevertheless, if all the holders of such stock shall waive notice of any meeting, no notice of such meeting shall be required. Section 5. Quorum.-At all meetings of the stockholders of the corporation the holders of record of a majority of the shares of stock of the corporation entitled to vote thereat, present in person or by prosy, shall constitute a quorum for the transaction of business unless a different representation be required or specified by law or by the certificate of incorporation, and in that case, the representa- tion so required or specified shall constitute a quorum. In the absence of a quorum, a majority in interest of those present or represented and entitled to vote thereat may adjourn the meeting by resolution to a date fixed therein, and no further notice thereof shall be required. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. Section 6. Organization.-At all meetings of the stockholders the president, or, in his absence, one of the vice presidents, shall act as chairman. In the absence of all of the foregoing officers, or, if present, with their consent, the stockholders entitled to vote at such meeting, present in person or by proxy, may appoint any person to act as chairman. The secretary of the corporation, or, in his absence, an assistant secretary, shall act as secretary at all meetings of the stock- holders. In the event that neither the secretary nor any assistant secretary is present, the chairman may appoint any person to act as secretary of the meeting. Section 7. Voting.-At each meeting of the stockholders every stockholder shall be entitled to such number of votes for each share registered in his name on the transfer books of the corporation on the date fixed for determining the stockholders entitled to vote at such meeting as shall be fixed by the certificate of incorporation or by law. Such vote may be given by such stockholder in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or his duly authorized attorney, and delivered to the secretary of the meeting. Upon a demand by any stockholder for a stock vote upon any question, such stock vote shall immediately be taken. A stock vote shall be by ballot, and each ballot shall be signed by the stock- holder voting or by his proxy and shall state the number of shares voted by him. I Section 8. Inspectors.-At every meeting of the stockholders for the election of directors the proxies shall be received and taken in

I I 3 charge; all ballots shall be received and counted; and all questions touching the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by two inspectors. Such inspectors shall be appointed by the chairman of the meeting. They shall be sworn faithfully to perform their duties, and shall in writing certify to the returns if the chairman so directs. No candidate for election as a director shall be appointed or act as inspector. ARTICLE II. BOARD OF DZBECTORS. Section 1. General Powers.-The property, affairs and business of the corporation shall be managed by the board of directors. See resolutions from minutes of txolve- Board of Director Section 2. Number.-The number of directors shall be-tse~ meetings of Feb. 16 1954 and Section 3. Term of Office and Qualification.-Each director shall , May 26 1954 serve for the term for which he shall have been elected and until his , successor shall have been duly chosen. Section 4. Election of Directors.-At all meetings of the stock- holders for the election of directors at which a quorum is present, the persons receiving the greatest number of votes shall be the directors. Such election shall be held by ballot. Section 5. Organization.-The board of directors shall designate one of its members to act as chairman of the board of directors. He shall preside at the meetings of the board, shall be a member of the executive committee and shall perform such other functions as from time to time may be assigned to him by the board. He shall report to the board all matters within his knowledge which may require its attention. If he is absent froni meetings of the board, the president, or in the absence of both, one of the vice presidents, shall act as chair- man. The secretary of the corporation, or, in his absence, an assistant secretary, shall act as secretary of meetings of the board. In the event that neither the secretary nor any assistant secretary shall be present at such meeting, the chairman shall appoint any person to act as secretary of the meeting. Section 6. Vacancies.-The board of directors may fill any vacancy which may occur in the office of director otherwise than by removal. Should the board of directors be at any time reduced below the number necessary to hold a meeting of the board, the stockholders or other appointing power may fill the vacancies.

4 Section 7. Place of Meeting, Etc.-The board of directors may hold its meetings, have one or more offices and keep the books of the corporation at such place or places in the State of Virginia, or outside the State of Virginia, as it from time to time may determine. Section S. First illeeting.-After each annual election of direc- tors the board o~ directors shall meet on one day's notice or waiver of notice for the purpose of organization and the transaction of other business. Section 9. Regular Meetings; Notice.-Regular meetings of the board of directors shall be held at such times and places as it may from time to time deterniine. Notice of such meetings need not be given if the time and place have been fixed at a previous meeting. Section 10. Special Meetings.-Special meetings of the board of directors shall be held whenever called by order of the chairman of the board or of the president or of two of the directors. Notice of each such meeting shall be mailed to each director, addressed to his residence or usual place of business, at least two days before the day on which the meeting is to be held, or shall be sent to such place by telegraph, or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held. No- tice of any meeting may be waived by all of the directors. Section 11. Quorum and Manner of Acting.-Except where otherwise provided by statute, a majority of the directors in office at the time of any regular or special meeting shall constitute a quorum for the transaction of business at such meeting, and the act of a majority of the directors present at any such meeting at which a quorum is presentt shall be the act of the board of directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given. Section 12. Removal.-One or more or all of the directors may be removed with or without cause at any time by a majority vote of the stockholders entitled to vote at any regular or special meeting. Vacancies thus caused shall be filled by a majority vote of the stock- holders entitled to vote at such meeting. Section 13. Order of Business.-At all meetings of the board of directors business may be transacted in such order as from time to ~ time the board may determine. 0 .~. ~ 0 aa

1 I I 5 ARTICLE III. E%ECUTIVE COMMITTEE. Section 1. How Constituted and Powers.-The board of direc- tors, by the vote of a majority of the entire board, may designate three or more directors to constitute an executive committee, who shall serve during the pleasure of the board. The executive committee, to the extent specified by the board of directors by a like vote, shall have and may exercise the powers of the board of directors in the manage- ment of the business and affairs of the corporation in so far as the same may be lawfully delegated. Section 2. Organization, etc.-The executive committee shall choose its own chairman and its secretary. The committee shall keep a record of its acts and proceedings and report the same from time to time to the board of directors. Section 3. Meetings.-14teetings of the executive committee may be called by the chairman of the committee, and shall be called by him at the request of any member of the committee. Notice of each meet- ing of the committee shall be sent by mail, telegraph or telephone, or be delivered personally, to each member of the committee not later than the day before the day on which the meeting is to be held. Notice of any meeting may be waived by all members of the committee. Section 4. Quorum and Manner of Acting.-A majority of the executive committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a com- mittee, and the individual members shall have no powers as such. Section 5. Removal.-Any member of the executive committee may be removed, with or without cause, at any time, by the board of directors. Section 6. Vacancies.-Any vacancy in the executive committee shall be filled by the board of directors. ARTICLE IV. Section 1. Number.-The executive officers of the corporation shall be a president, one or more vice presidents (one or more of whom may be designated senior vice president), a treasurer, an assistant

6 treasurer, a controller, a secretary, an assistant secretary and such other officers as may from time to time be chosen by the directors. The same person may hold two or more of such offices and perform the duties of the respective offices to which elected, except that the same person shall not be both president and vice president. Section 2. Election, Term of Office and Qualification.-All of- ficers of the corporation shall be chosen annually by the board of directors, and each officer shall hold office until his successor shall have been duly chosen and qualified, or until he shall resign or shall have been removed in the manner hereinafter provided. The president shall be chosen from among the directors. Section 3. Vacancies.-If any vacancy shall occur among the officers of the corporation, such vacancy shall be filled by the board of directors. Section 4. Other Officers, Agents and Employees.-Their powers and duties.-The board of directors may from time to time appoint such other officers as said board may deem necessary, to hold office for such time as may be designated by it or during its pleasure, includ- ing additional vice presidents, assistant secretaries and assistant treas- urers, and the board of directors or the president may also appoint, from time to time, such agents and employees of the corporation as may be deemed proper, and may authorize any officers to appoint and remove agents and employees. The board of directors or the president may from time to time prescribe the powers and duties of such officers, agents and employees of the corporation in the management of its property and affairs. Section 5. Removal.-Any officer, agent or employee of the cor- poration may be removed, either with or without cause, by a vote of a majority of the board of directors or, in the case of any agent or employee not appointed by the board of directors, by a superior officer upon whom such power of removal may be conferred by the board of directors. Any officer, agent or employee may be removed, with or without cause, at any regular or special meeting of the stockholders. Section 6. President.-The president shall preside at meetings of the stockholders and, in the absence of the chairman of the board, of the board of directors, and shall be a member of the executive com- mittee. Subject to the board of directors, he shall have general charge of the business of the corporation and its general operation. He shall see that all orders and resolutions of the board of directors are car- ried into effect. He shall, subject to the approval or ratification of the I

1 I hoard of directors, have power to make and sign all contracts arid agreements in connection «•ith the general business arid affairs of the corporation. Iie shall from time to time report to the board of cliree- tors on matters within his knowledge which the interests of the cor- poration may require to be brought to their notice. He shall do and perform such other duties from time to time as may be assigned to hini by the board of directors. Section 7. Vice Presidents.-The vice presidents . of the com- pany shall assist the president in carrying out his duties and shall perform those duties which may from time to time be assigned to them. In the absence or inability to act of the president, such vice president as the board of directors may designate for the purpose shall have the powers and discharge the duties which may be preseribed by said hoard. Section S. Treasurer.-The treasurer shall have charge of the funds, securities, receipts and disbursements of the corporation. IIe shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such banks or trust companies or with such bankers or other depositaries as the board of directors may from time to time designate. He shall render to the board of directors, the president and the vice president in charge of finances, whenever required by any of them, an account of the financial condition of the corporation and all of his transactions as treasurer; and as soon as may be after the close of each fiscal year he shall make and submit to the board of directors a like report for such fiscal year. If required, lie shall give a bond in such sum as the board of directors may desig- nate, conditioned upon the faithful performance of the duties of his office and the restoration to the corporation at the expiration of his term of office or in case of his death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his possession or under his control belonging to the corporation. He shall perform such other duties as from time to time may be as- signed to him. Section 9. Assistant Treasurer.-In the absence or disability of the treasurer, an assistant treasurer shall perform all the duties of the treasurer and when so acting shall have all the powers of, and be subject to all restrictions upon, the treasurer. He shall also per- form such other duties as from time to time may be assigned to him. Section 10. Secretary.-The secretary shall keep the minutes of all meetings of the stockholders and of the board of directors in ~ a book or books kept for that purpose. He shall keep in safe custody ° .R ca 0 M ~ ~ r

8 the seal of the corporation, and, when authorized by the board of direc- tors, he shall affix such seal to any instrument requiring it. The secre- tary shall have charge of the certificate books and such other books and papers as the board may direct. He shall attend to the giving and serving of all notices of the company and shall also have such other powers and perform such other duties as pertain to his office, or as the board of directors or the president may from time to time prescribe. Section 11. Assistant Secretary.-In the absence or disability of the secretary, an assistant secretary shall perform all the duties of the secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the secretary. He shall also perform such other duties as from time to time may be assigned to him. Section 12. Controller.-The controller shall be administrative head of the controller's department. He shall be in charge of all functions relating to accounting, auditing and the preparation and analysis of budgets and statistical reports, and shall establish, through appropriate channels, recording and reporting procedures and stand- ards pertaining to such matters. He shall report to the vice presi- dent in charge of finances and shall aid in developing internal cor- porate policies whereby the business of this corporation shall be con- ducted with the maximum safety, efficiency and economy, and he shall be available to all departments of the corporation for advice and guidance in the interpretation and application of policies which are within the scope of his authority. He shall perform such other duties as from time to time may be assigned to him. ARTICLE V. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. Section 1. Contracts.-The board of directors may authorize any officer or officers, agent or agents to execute any contract or other instrument on behalf of the corporation and such order may be general or confined to specific instances; but, unless directed by the board of directors, no officer, agent or employee shall, unless otherwise in these by-laws expressly provided, have any power or authority to bind the corporation by any contract or acknowledgment, or pledge its credit or render it liable pecuniarily for any purpose or to any amount. No contract or other transaction between the corporation and any other corporation shall be affected by the fact that any one or more Iii I 11

I I I 9 of the directors of this corporation is or are interested in or is a director or officer or are directors or officers of such other corpora- tion, and any director or directors individually or jointly may be a party or parties to or may be interested in any contract or trans- action of this corporation; and no contract or transaction of this cor- poration with any person or persons, firm, association or corporation, shall be affected by the fact that any director or directors of this cor- poration is a party or are parties to or interested in such contract or transaction, or in any way connected with such person or per- sons, firm, association or corporation and each and every person who may become a director of this corporation is hereby relieved from I any liability that might otherwise exist, from contracting with this corporation for the benefit of himself, or any person, firm, association or corporation in which lie may be in anywise interested. Section 2. Loans.-When authorized by the board of directors, the president, the treasurer, or such other officer or officers as may be designated, may effect loans and advances at any time for the corpora- tion from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the corpora- tion, may pledge, hypothecate or transfer any and all stocks, securi- ties and other personal property at any time held by the corporation, and to that end endorse, assign and deliver the same. Section 3. Checks, Drafts, etc.-All checks, drafts or orders for the pay ment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, person or persons, to whom the board of directors shall have delegated the power, but under such conditions and restrictions as in said resolution may be imposed. Section 4. Deposits.-All checks, drafts and funds of the cor- poration shall be deposited from time to time to the credit of the corporation in such banks or trust companies as the board of directors may select. Section 5. Limitation of Liability and Indemnification of Direc- tors and Officers.-No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a Director or officer of the Corporation in good faith, if such person (a) exercised or used the same degree of ~; care and skill as a prudent man would have exercised or used under 4h , °° I t> N ~ ca W

10 the circumstances in the conduct of his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Corporation or upon statements made or information furnished by officers or employees of the Corporation. or by accountants or by other experts employ ed by the Corporation which he had reasonable grounds to believe. In case any action, suit or proceeding, to which any person may be made a party on account of action taken or omitted to be taken by him as a Director or officer of the Corporation or of any other com- pany which lie may serve at the request of the Corporation, shall re- sult in the entry of final judgment in his favor or be dismissed as to him, the Corporation shall reimburse or indemnify him for or against all costs and expenses reasonably incurred by him in connection there- with. In case any such action, suit or proceeding shall result in a settlement, and if in the judgment of a disinterested majority of the Board of Directors or of a disinterested majority of the Executive Committee of said Board or of any disinterested committee or group of persons to whom the question may be referred by said Board, any- such person was not negligent or guilty of bad faith in relation to the matters complained of therein, the Corporation shall reimburse him for or indemnify him for or against all costs, expenses and counsel fees reasonably incurred by him in connection therewith, other than for any sums paid to the Corporation. The provisions of this Section 5 shall be in addition to and not in limitation of any other rights, indemnities or limitations of liability but shall apply only with respect to actions, suits or proceedings in- stituted after the adoption of this amendment. ARTICLE VI. SHARES AND THEIR TRANSFER. Section 1. Issue and Registration of Certificates of Stock.-The board of directors shall provide for the issue and transfer of the capi- tal stock of the corporation, and prescribe the form of the certificates of stock. Every owner of stock of the corporation shall be entitled to a certificate of stock certifying the number of shares owned by him, which shall bear the signatures of the president or a vice president, and the secretary or the treasurer, or an assistant secretary or an assistant treasurer, of the corporation, or the facsimiles thereof. The certificates of stock of each class shall be issued in consecutive order and the certificate books shall be kept at an office of the corporation or at the office of the transfer agent appointed by the board of di- I