Kraft 2008 Annual Report Download - page 96

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and received (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, or (iii) with respect
to any special meeting of shareholders called for the election of directors, not later than the close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders. Each such shareholder’s notice shall set forth (a) as to the shareholder giving the notice, (i) the name and
address, as they appear on the Corporation’s stock transfer books, of such shareholder, (ii) a representation that such shareholder is a shareholder of record and
intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice, (iii) the class and number of shares of stock of
the Corporation beneficially owned by such shareholder and (iv) a description of all arrangements or understandings between such shareholder and each nominee
and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder; and
(b) as to each person whom the shareholder proposes to nominate for election as a director, (i) the name, age, business address and, if known, residence address
of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of stock of the Corporation that are beneficially
owned by such person, (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is
otherwise required by the rules and regulations of the Securities and Exchange Commission promulgated under the Exchange Act and (v) the written consent of
such person to be named in the proxy statement as a nominee and to serve as a director if elected. 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. Any person
nominated for election as director by the Board of Directors or any committee designated by the Board of Directors shall, upon the request of the Board of
Directors or such committee, furnish to the secretary of the Corporation all such information pertaining to such person that is required to be set forth in a
shareholder’s notice of nomination. The chairman of the meeting of shareholders shall, if the facts warrant, determine that a nomination was not made in
accordance with the procedures prescribed by this Section 4. If the chairman should so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.
Section 5. Organization. - At all meetings of the Board of Directors, the chairman and chief executive officer or, in the absence of the chairman, a director chosen
by a majority of the other directors, 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 of meetings of the Board of Directors. In the absence of the secretary or an assistant secretary at such meeting, the chairman of the meeting
shall appoint any person to act as secretary of the meeting.
Section 6. Vacancies. - Any vacancy occurring in the Board of Directors, including a vacancy resulting from amending these By-Laws to increase the number of
directors by 30 percent or less, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.
Section 7. Place of Meeting. - Meetings of the Board of Directors, regular or special, may be held either within or without the Commonwealth of Virginia.
Section 8. Organizational Meeting. - The annual organizational meeting of the Board of Directors shall be held immediately following adjournment of the annual
meeting of shareholders and at the same place, without the requirement of any notice other than this provision of the By-Laws.
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠