Kraft 2008 Annual Report Download - page 98

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Section 3. Meetings. - Meetings of the executive committee may be called by any member of the committee. Notice of each such meeting, which need not
specify the business to be transacted thereat, shall be mailed to each member of the committee, addressed to his or her residence or usual place of business, at
least two days before the day on which the meeting is to be held or shall be delivered by a form of electronic transmission previously consented to by the director
to whom notice is given or be delivered personally or by telephone, not later than the day before the day on which the meeting is to be held.
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 committee, 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
Officers
Section 1. Number. - The officers of the Corporation shall be a chairman and chief executive officer; a chief financial officer; one or more executive vice
presidents; a secretary and such other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same
person.
Section 2. Election, Term of Office and Qualifications. - All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall
hold office until a successor shall have been duly chosen and qualified or until the officer resigns or is removed in the manner hereinafter provided.
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, Assistant Officers, Agents and Employees - Their Powers and Duties. - The Board of Directors may from time to time appoint such
other officers and assistant officers as the Board of Directors may deem necessary, to hold office for such time as may be designated by it or during its pleasure,
and the Board of Directors or the chief executive officer may 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 chairman and chief executive officer may
from time to time prescribe the powers and duties of such other officers, assistant officers, agents and employees of the Corporation.
Section 5. Removal. - Any officer, assistant officer, agent or employee of the Corporation 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 or the chief executive officer.
Section 6. Chairman and Chief Executive Officer. - The chairman and chief executive officer shall be chosen from among the directors. The chairman and chief
executive officer shall serve as chairman of the board of directors and preside at meetings of the shareholders and of the Board of Directors. The chairman and
chief executive officer shall be devoted to the Corporation’s business and affairs under the
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠