Kraft 2008 Annual Report Download - page 95

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such proxies. No proxy shall be valid after 11 months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as
to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of
stock of such class standing in the holders’ name on the books of the Corporation. Unless required by statute or determined by the chairman to be advisable, the
vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the shareholder voting or by such shareholder’s proxy, if there be
such proxy.
Section 8. Proxies. - A shareholder or shareholder’s agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an
appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information from which it can be determined
by the Corporation that the shareholder, the shareholder’s agent or the shareholder’s attorney-in-fact authorized the transmission. For purposes of this Section 8
and the remainder of these By-Laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient
through an automated process. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this
Section 8 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could
be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or
transmission.
Section 9. Inspectors. - At every meeting of the shareholders, the proxies shall be received and taken in charge, all votes shall be received and counted and all
questions concerning the qualifications of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by two or more 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. No
candidate for election as director shall be appointed or act as inspector.
ARTICLE II
Board of Directors
Section 1. General Powers. - The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.
Section 2. Number. - The number of directors shall be twelve (12).
Section 3. Term of Office. - Each director shall serve for the term for which he or she shall have been elected and until a successor shall have been duly elected.
Section 4. Nomination and Election of Directors. - At each annual meeting of shareholders, the shareholders entitled to vote shall elect the directors. No person
shall be eligible for election as a director unless nominated in accordance with the procedures set forth in this Section 4. Nominations of persons for election to
the Board of Directors may be made by the Board of Directors or any committee designated by the Board of Directors or by any shareholder entitled to vote for
the election of directors at the applicable meeting of shareholders who complies with the notice procedures set forth in this Section 4. Such nominations, other
than those made by the Board of Directors or any committee designated by the Board of Directors, may be made only if written notice of a shareholder’s intent to
nominate one or more persons for election as directors at the applicable meeting of shareholders has been given, either by personal delivery or by United States
certified mail, postage prepaid, to the secretary of the Corporation
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠