Kraft 2008 Annual Report Download - page 100

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any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute
or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in
the premises; or the chairman and chief executive officer, any executive vice president or the secretary may attend in person any meeting of the holders of stock
or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of
such other corporation.
ARTICLE VI
Certificates Representing Shares
Certificates representing shares of the Corporation shall be signed by the chairman and chief executive officer or any vice president and the secretary or any
assistant secretary. Any and all signatures on such certificates, including signatures of officers, transfer agents and registrars, may be facsimile.
ARTICLE VII
Dividends
The Board of Directors may declare dividends from funds of the Corporation legally available therefor.
ARTICLE VIII
Seal
The Board of Directors shall provide a suitable seal or seals, which shall be in the form of a circle, and shall bear around the circumference the words “Kraft
Foods Inc.” and in the center the word and figures “Virginia, 2000.”
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall be the calendar year.
ARTICLE X
Amendment
The power to alter, amend or repeal the By-Laws of the Corporation or to adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by
the Board of Directors may be repealed or changed by the shareholders, or new By-Laws may be adopted by the shareholders, and the shareholders may
prescribe that any By-Laws made by them shall not be altered, amended or repealed by the directors.
ARTICLE XI
Emergency By-Laws
If a quorum of the Board of Directors cannot be readily assembled because of some catastrophic event, and only in such event, these By-Laws shall, without
further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:
Section 1. Section 6 of Article II shall read as follows:
Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors present at a meeting of the Board of Directors
called in accordance with these By-Laws.
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠