Kraft 2008 Annual Report Download - page 94

Section 6. Organization and Order of Business. - At all meetings of the shareholders, the chairman and chief executive officer or in the chairman’s absence, the
most senior executive vice president, shall act as chairman of the meeting. The secretary of the Corporation, or in the secretary’s absence, an assistant secretary,
shall act as secretary at all meetings of the shareholders. In the absence of the secretary or an assistant secretary, the chairman may appoint any person to act as
secretary of the meeting.
The chairman shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable
for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the
maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting
after the time prescribed for the commencement thereof and the opening and closing of the voting polls.
At each annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting (a) by or at the direction
of the Board of Directors or (b) by any shareholder of the Corporation who shall be entitled to vote at such meeting and who complies with the notice procedures
set forth in this Section 6. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder’s notice must be given, either by
personal delivery or by United States certified mail, postage prepaid, and received at the principal executive offices of the Corporation (i) not less than 120 days
nor more than 150 days before the first anniversary of the date of the Corporation’s proxy statement in connection with the last annual meeting of shareholders or
(ii) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than 30 days from the date of the
previous year’s annual meeting, not less than 60 days before the date of the applicable annual meeting. A shareholder’s notice to the secretary shall set forth as to
each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting,
including the complete text of any resolutions to be presented at the annual meeting, and the reasons for conducting such business at the annual meeting, (b) the
name and address, as they appear on the Corporation’s stock transfer books, of such shareholder proposing such business, (c) a representation that such
shareholder is a shareholder of record and intends to appear in person or by proxy at such meeting to bring the business before the meeting specified in the notice,
(d) the class, series and number of shares of stock of the Corporation beneficially owned by the shareholder and (e) any material interest of the shareholder in
such business. The secretary of the Corporation shall deliver each such shareholder’s notice that has been timely received to the Board of Directors or a
committee designated by the Board of Directors for review. Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this Section 6. The chairman of an annual meeting shall, if the facts warrant, determine that
the business was not brought before the meeting in accordance with the procedures prescribed by this Section 6. If the chairman should so determine, he or she
shall so declare to the meeting and the business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this
Section 6, a shareholder seeking to have a proposal included in the Corporation’s proxy statement shall comply with the requirements of Regulation 14A under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, Rule 14a-8 or its successor provision.
Section 7. Voting. - A shareholder may vote his or her shares in person or by proxy. Any proxy shall be delivered to the secretary of the meeting or to the
inspector of election appointed in accordance with Section 9, at or prior to the time designated by the chairman or in the order of business for so delivering
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠