Kraft 2008 Annual Report Download - page 99

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basic policies set by the Board of Directors and shall from time to time report to the Board of Directors on matters within his or her knowledge that the interests
of the Corporation may require be brought to the Board of Directors’ notice. The chairman and chief executive officer shall be responsible to the Board of
Directors and shall perform such other duties as shall be assigned to him or her by the Board of Directors.
Section 7. Executive Vice Presidents. - One or more executive vice presidents of the Corporation shall assist the chairman and chief executive officer in carrying
out his or her respective duties and shall perform those duties that may from time to time be assigned to them by the Board of Directors or the chairman and chief
executive officer.
Section 8. Chief Financial Officer. - The chief financial officer shall be an executive vice president of the Corporation and shall be responsible for the
management and supervision of the financial affairs of the Corporation.
Section 9. Secretary. - The secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors in a book or books kept for that
purpose. He or she shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge
of such books and papers as the Board of Directors may direct. He or she shall attend to the giving and serving of all notices of the Corporation and shall also
have such other powers and perform such other duties as pertain to the secretary’s office, or as the Board of Directors or the chairman and chief executive officer
may from time to time prescribe.
Section 10. Assistant Officers. - In the absence or disability of an officer, one or more assistant officers shall perform all of the duties of the officer and, when so
acting, shall have all of the powers of, and be subject to all the restrictions upon, the officer. Assistant officers shall also perform such other duties as from time
to time may be assigned to them by the Board of Directors or an officer of the Corporation.
ARTICLE V
Contracts, Checks, Drafts, Bank Accounts, Etc.
Section 1. Contracts. - The chairman and chief executive officer; any executive vice president and such other persons as the chairman and chief executive officer
or the Board of Directors may authorize shall have the power to execute any contract or other instrument on behalf of the Corporation; no other officer, agent or
employee shall, unless otherwise in these By-Laws provided, have any power or authority to bind the Corporation by any contract or acknowledgement, or
pledge its credit or render it liable pecuniarily for any purpose or to any amount.
Section 2. Loans. - The chairman and chief executive officer; any executive vice president and such other persons as the chief executive officer or the Board of
Directors may authorize shall have the power to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or
from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of
the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge, hypothecate or
transfer any and all stocks, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.
Section 3. Voting of Stock Held. - The chairman and chief executive officer; any executive vice president or the secretary may from time to time appoint an
attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a shareholder or otherwise in any other
corporation, any of whose stock or securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation,
or to consent in writing to any action by
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Source: KRAFT FOODS INC, 10-K, February 25, 2008 Powered by Morningstar® Document Research℠