UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
_____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported)
February 3, 2007
ARCHER-DANIELS-MIDLAND
COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
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1-44
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41-0129150
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
|
(IRS
Employer
Identification
No.)
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4666
Faries Parkway
Decatur,
Illinois
|
|
62526
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
|
|
Registrant's
telephone number, including area code: (217)
424-5200
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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(b)
The Board of Directors (the “Board”) of Archer-Daniels-Midland Company
(the “Company”) announced that Chief Executive Officer and President
Patricia A. Woertz has been elected Chairman of the Company’s Board. Ms.
Woertz, who was named CEO and President in April 2006, succeeds G.
Allen
Andreas who resigned from the Board effective February 3, 2007. The
Company issued a press release relating to these events which is
furnished
as Exhibit 99 to this Current Report on Form 8-K and incorporated
by
reference herein.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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(a)
Effective on February 3, 2007, the Company’s Board approved amendments to
Sections 1.4(c) and 1.9 of the Company’s Bylaws to provide that each
director of the Company shall be elected by a majority of the votes
cast
with respect to the director at any stockholder meeting held for
the
election of directors, except for any stockholder meeting where the
number
of nominees exceeds the number of directors to be elected in which
case
plurality voting shall remain the standard. The full text of the
Company’s Bylaws, as amended, is included as Exhibit 3(ii) to this Current
Report on Form 8-K and incorporated by reference
herein.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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The
following exhibits are filed herewith:
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3(ii)
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Bylaws,
as amended.
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99
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Press
Release dated February 6, 2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ARCHER-DANIELS-MIDLAND
COMPANY
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Date:
February 6, 2007
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By
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/s/
David J. Smith
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|
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David
J. Smith
Executive
Vice President, Secretary and
General
Counsel
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EXHIBIT
INDEX
Exhibit
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Description
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Method
of Filing
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3(ii)
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Bylaws,
as amended
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Filed
Electronically
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99
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Press
Release dated February 6, 2007
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Filed
Electronically
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|
|
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BYLAWS
OF
ARCHER-DANIELS-MIDLAND
COMPANY
ARTICLE
I.
MEETINGS
OF STOCKHOLDERS
Section
1.1. Annual Meeting. The annual meeting of stockholders shall be held at such
date, time and place, either within or without the State of Delaware, as may
be
designated by resolution of the Board of Directors from time to time. At the
annual meeting, directors shall be elected and such other business transacted
as
shall have been properly brought before the meeting.
Section
1.2. Special Meeting. Special meetings of stockholders for any purpose or
purposes may be called by the Chairman of the Board, the President, a majority
of the Board of Directors, or a majority of the Executive Committee, and
shall
be called by the Secretary upon the request, in writing, of the stockholders
owning a majority of the shares of capital stock of the Corporation issued
and
outstanding and entitled to vote at such meeting. A stockholder request for
a
special meeting shall be signed, dated and delivered to the Secretary, shall
state the purpose of the proposed meeting, and shall provide the information
required by Section 1.4(c) hereof. The Board of Directors or, in the absence
of
action by the Board of Directors, the Chairman of the Board, shall have the
sole
power to determine the date, time and place for any special meeting of
stockholders and to set a record date for the determination of stockholders
entitled to vote at such meeting pursuant to Section 1.11 hereof. Following
such
determination, it shall be the duty of the Secretary to cause notice to be
given
to the stockholders entitled to vote at such meeting, in the manner set forth
in
Section 1.3 hereof, that a meeting will be held at the place, time and date
and
in accordance with the record date determined by the Board of Directors or
the
Chairman of the Board. The stockholders requesting the special meeting shall
not
have the power to give notice of the meeting.
Section
1.3. Notice of Meetings. Whenever stockholders are required or permitted
to take
any action at a meeting, a written notice of the meeting shall be given that
shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.
Unless
otherwise provided by law, the Certificate of Incorporation or these By-laws,
the written notice of any meeting shall be given not less than ten (10) nor
more
than sixty (60) days before the date of the meeting to each stockholder entitled
to vote at such meeting. If mailed, such notice shall be deemed given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his or her address as it appears on the records of the
Corporation.
Section
1.4. Advance Notice Requirements for Stockholder Proposals. The
following procedures shall govern all cases in which a stockholder seeks
to
propose business to be addressed at a meeting of stockholders or to nominate
persons to stand for election as directors of the Corporation (a "Stockholder
Proposal"). No business shall be transacted at a meeting of stockholders
except in accordance with the following procedures. Only persons who are
nominated
in accordance with the following procedures shall be eligible for election
as
directors of the Corporation. Notwithstanding any language in these by-laws
to
the contrary, this section shall not apply to any right of holders of preferred
shares of the Corporation to nominate and elect a specified number of directors
in certain circumstances to the extent such procedures are set forth in
the
Certificate of Incorporation.
(a) Annual
Meetings of Stockholders.
(1) A
Stockholder Proposal may be brought before an annual meeting of stockholders
only (i) pursuant to the Corporation’s
notice
of meeting delivered pursuant to Section 1.3 hereof (or any supplement
thereto),
(ii) by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or the Chairman of the Board or (iii) by any stockholder
of
the Corporation who was a stockholder of record of the Corporation at
the time
the notice provided for in this Section 1.4 is delivered to the Secretary
of the
Corporation, who is entitled to vote at the meeting and who complies
with the
notice procedures set forth in subparagraphs
(2) and (3) of this paragraph (a) in this Section
1.4.
(2) For
a
Stockholder Proposal to be properly brought before an annual meeting
by a
stockholder pursuant to clause (iii) of paragraph (a)(1) of this Section
1.4,
the stockholder must have given timely notice thereof in writing to
the
Secretary of the Corporation and the subject of the Stockholder Proposal
must
otherwise be a proper matter for stockholder action as determined by
the Board
of Directors. The stockholder’s
notice
shall contain, at a minimum, the information set forth in Section 1.4(c).
To be
timely, a stockholder’s
notice
shall be delivered to the Secretary at the principal executive offices
of the
Corporation not less than sixty (60) nor more than ninety (90) days
prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called
for a
date that is not within thirty (30) days before or after such anniversary
date,
the stockholder’s
notice
in order to be timely must be so received not later than the close
of business
on the tenth (10th) day following the day on which such notice of the
date of
the annual meeting was mailed or public disclosure of the date of the
annual
meeting was made, whichever first occurs. In no event shall the public
announcement of an adjournment or postponement of an annual meeting
of
stockholders commence a new time period (or extend any time period)
for the
giving of a stockholder’s
notice
as described above.
(3) Notwithstanding
anything in paragraph (a)(2) of this Section 1.4 to the contrary,
in the event
that the Stockholder Proposal relates to the nomination of candidates
for
director and the number of directors to be elected to the Board of
Directors of
the Corporation at an annual meeting is increased and there is no
public
announcement by the Corporation naming all of the nominees for director
or
specifying the size of the increased Board of Directors at least
one hundred
days prior to the first anniversary of the preceding year’s
annual
meeting, a stockholder’s
notice
required by this Section 1.4 shall also be considered timely, but
only with
respect to nominees for any new positions created by such increase,
if it shall
be delivered to the Secretary at the principal executive offices
of the
Corporation not later than the close of business on the tenth day
following the
day on which such public announcement is first made by the
Corporation.
(b)
Special
Meetings of Stockholders. Only
such
business shall be conducted at a special meeting of stockholders as shall
have
been described in the Corporation’s
notice
of meeting given pursuant to Section 1.3 hereof. To the extent such business
includes the election of directors, a Stockholder Proposal nominating persons
to
stand for election as directors may be made at a special meeting of stockholders
only (i) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or the Chairman of the Board, or (ii) by any
stockholder of the Corporation who is a stockholder of record at the time
the
notice provided for in this Section 1.4(b) is delivered to the Secretary
of the
Corporation, who is entitled to vote at the special meeting and who gives
timely
notice in writing by the Secretary of the Corporation. The
stockholder’s
notice
shall contain, at a minimum, the information set forth in Section 1.4(c).
To be
timely, a stockholder’s
notice
shall be delivered to the Secretary at the principal executive offices of
the
Corporation not later than the close of business on the tenth day following
the
day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected
at
such meeting. In no event shall the public announcement of an adjournment
or
postponement of a special meeting commence a new time period (or extend any
time
period) for the giving of a stockholder’s
notice
as described above.
(c) Contents
of Stockholder’s
Notice.
Any stockholder’s
notice
required by this Section 1.4 shall set forth the following information:
As to
the stockholder giving the notice and the beneficial owner, if any, on
whose
behalf the Stockholder Proposal is made, the stockholder’s
notice
shall set forth (i) the name and address of such stockholder and of such
beneficial owner, as they appear on the Corporation’s
books,
(ii) the class and number of shares of capital stock of the Corporation
which
are owned beneficially and of record by such stockholder and such beneficial
owner and (iii) a representation that such stockholder intends to appear
in
person or by proxy at the stockholder meeting. For any Stockholder Proposal
that
seeks to nominate persons to stand for election as directors of the Corporation,
the stockholder’s
notice
also shall include (i) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any other person
or
persons (including their names) pursuant to which the nomination(s) are
to be
made, (ii) a representation whether the stockholders or the beneficial
owners,
if any, intend or are part of a group which intends to (1) deliver a proxy
statement and/or form of proxy to holders of at least the percentage of
the
Corporation’s
outstanding capital stock required to elect the nominee and/or (2) otherwise
solicit proxies from stockholders in support of such nomination
and (iii)
any other information relating to such stockholder that would be required
to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant
to
Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”),
and the
rules and regulations promulgated thereunder. For any Stockholder Proposal
that
seeks to nominate persons to stand for election as directors of the Corporation,
the stockholder’s
notice
also shall include,
as to
each person whom the stockholders propose to nominate for election or reelection
as a director, (i) the name, age, business address and residence address
of the
person, (ii) the principal occupation and employment of the person, (iii)
the
written consent of each proposed nominee to being named as a nominee and
to
serve as a director if elected,
(iv)
a
written
statement from each proposed nominee as to whether such proposed nominee,
if
elected, intends to tender, promptly following such proposed nominee’s election
or re-election, an irrevocable resignation effective upon such proposed
nominee’s failure to receive the required vote
for
re-election at the next meeting at which such proposed nominee would stand
for
re-election and upon acceptance of such resignation by the Board of Directors,
in accordance with the Corporation’s Policy of the Board of Directors on
Director Elections, (v) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by the
person
and (vi)
any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection
with
solicitations of proxies for election of directors pursuant to Section
14 of the
Exchange Act, and the rules and regulations promulgated thereunder. The
Corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. For any Stockholder
Proposal
that seeks to propose matters to be considered at a stockholder meeting
other
than the nomination of persons to stand for election as directors of the
Corporation, the stockholder’s
notice
shall set forth for each item of business proposed for consideration (i)
a
description of the item of business, (ii) the text of the proposal or business
(including the text of any resolutions proposed for consideration and in
the
event that such business includes a proposal to amend the by-laws of the
Corporation, the language of the proposed amendment), (iii) the reasons
for
conducting such business at the stockholder meeting, (iv) and any material
interest in such business of such stockholder and the beneficial owner,
if any,
on whose behalf the Stockholder Proposal is made
and (v)
any other information relating to the stockholder, the beneficial owner,
or the
proposed business that would be required to be disclosed in a proxy statement
or
other filings in connection with solicitations of proxies relating to the
proposed item of business pursuant to Section 14 of the Exchange Act, and
the
rules and regulations promulgated thereunder.
(d) Only
Stockholder Proposals made in accordance with the procedures set forth in
this
Section 1.4 shall be considered at an annual or special meeting of stockholders
of the Corporation. Except as otherwise provided by law, the chair of the
meeting shall have the power and duty to (i) determine whether a Stockholder
Proposal was made in accordance with the procedures set forth in this Section
1.4 and (ii) if any Stockholder Proposal is not in compliance with this Section
1.4, including whether the stockholder or beneficial owner, if any, on whose
behalf the Stockholder Proposal is made solicits (or is part of a group which
solicits) or fails to so solicit (as the case may be) proxies in support
of the
Stockholder Proposal in compliance with such stockholder’s
representation as required by Section (c) of this Section 1.4, to declare
that
such Stockholder Proposal shall be disregarded.
(e) For
purposes of this Section 1.4, “public
announcement”
shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to
Section 13, 14 or 15(d) of the Exchange Act.
(f) Notwithstanding
the foregoing
provisions of this Section 1.4, a stockholder also shall comply with all
applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 1.4. Nothing
in
this Section 1.4 shall be deemed to affect any rights of stockholders to
request
inclusion of proposals in the Corporation’s proxy statement pursuant to Rule
14a-8 under the Exchange Act.
Section
1.5. Postponement
and Cancellation of Meeting. Any previously scheduled annual or special
meeting
of the stockholders may be postponed and any previously scheduled annual
or
special meeting of the stockholders called by the Chairman of the Board,
the
President, a majority of the Board of Directors, or a majority of the
Executive
Committee may be canceled by resolution of the Board of Directors upon
public
notice given prior to the time previously scheduled for such meeting
of
stockholders.
Section
1.6. Quorum. Except
as
otherwise provided by law, the Certificate of Incorporation or these
by-laws, at
each meeting of stockholders the presence in person or by proxy of
the holders
of a majority in voting power of the outstanding shares of stock entitled
to
vote at the meeting shall be necessary and sufficient to constitute
a quorum. In
the absence of a quorum, the chair of the meeting may adjourn the meeting
from
time to time in the manner provided in Section 1.10 hereof until a
quorum shall
attend. Shares of the Corporation’s
own
stock belonging to the Corporation or to another corporation, if a
majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall
neither
be entitled to vote nor be counted for quorum purposes; provided, however,
that
the foregoing shall not limit the right of the Corporation or any subsidiary
of
the Corporation to vote stock, including but not limited to its own
stock, held
by it in a fiduciary capacity. The chair of the meeting shall have
the power and
the duty to determine whether a quorum is present at any meeting of
stockholders.
Section
1.7. Officers
for Meeting of Stockholders. Meetings of stockholders shall be presided
over by
the Chairman of the Board, if any, or in his or her absence by the President,
or
in his or her absence by a Vice President, or in the absence of the foregoing
persons by a chair designated by the Board of Directors, or in the absence
of
such designation by a chair chosen at the meeting by a plurality vote.
The
Secretary shall act as secretary of the meeting, but in his or her absence
the
chair of the meeting may appoint any person to act as secretary of the
meeting.
Section
1.8. Conduct
of
Meetings. Every meeting of stockholders shall be presided over by the
chair of
the meeting selected pursuant to Section 1.7, hereof. The date and time
of the
opening and the closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be determined by the chair of the meeting
and
announced at the meeting. The Board of Directors may adopt by resolution
such
rules and regulations for the conduct of the meeting of stockholders
as it shall
deem appropriate. Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the chair of the meeting
shall
have the exclusive right and authority to prescribe such rules, regulations
and
procedures and to do all such acts as, in the judgment of the chair,
are
appropriate for the proper conduct of the meeting. Such rules, regulations
or
procedures, whether adopted by the Board of Directors or prescribed by
the chair
of the meeting, may include, without limitation, the following: (i) the
establishment of an agenda or order of business for the meeting; (ii)
rules and
procedures for maintaining order at the meeting and the safety of those
present;
(iii) limitations on attendance at or participation in the meeting to
stockholders of record of the Corporation, their duly authorized and
constituted
proxies or such other persons as the chair of the meeting shall determine;
(iv)
restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on or the elimination of time allotted to
questions
or comments by participants. Unless and to the extent
determined by the Board of Directors or the chair of the meeting, meetings
of
stockholders shall not be required to be held in accordance with the
rules of
parliamentary procedure.
Section
1.9 Voting;
Elections.
1.9.1.
Voting
Generally;
Proxies.
Except as otherwise provided by or pursuant to the provisions of the Certificate
of Incorporation, each stockholder entitled to vote at any meeting of
stockholders shall be entitled to one vote for each share of stock held by
such
stockholder which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person
or
persons to act for such stockholder by proxy, but no such proxy shall be
voted
or acted upon after three years from its date, unless the proxy provides
for a
longer period. A proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in
law to
support an irrevocable power. A stockholder may revoke any proxy which is
not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by delivering a proxy in accordance
with applicable law bearing a later date to the Secretary of the Corporation.
Voting at meetings of stockholders need not be by written ballot. All
elections
and questions shall, unless otherwise provided by the Certificate of
Incorporation, these by-laws, the rules or regulations of any stock exchange
applicable to the Corporation, or applicable law or pursuant to any regulation
applicable to the Corporation or its securities, be decided by the affirmative
vote of the holders of a majority in voting power of the shares of stock
of the
Corporation which are present in person or by proxy and entitled to vote
thereon.
1.9.2. Elections
of Directors. Each director shall be elected by the vote of the majority
of the
votes cast with respect to the director at any meeting for the election
of
directors at which a quorum is present, provided that the directors shall
be
elected by the vote of a plurality of the votes cast for the nominees at
any
meeting for the election of directors where the number of nominees exceeds
the
number of directors to be elected at the meeting (exclusive of nominees
with
respect to whom the Secretary of the Corporation has received a notice
that such
nomination has been withdrawn on or prior to the date next preceding the
date
that the Corporation first mails notice of the meeting to the stockholders).
For
purposes of this Section 1.9.2, a majority of the votes cast means that
the
number of shares voted “for” a director must exceed the number of votes cast
“against” that director.
Section
1.10. Adjournment
of Meeting. Any meeting of stockholders, annual or special, may be adjourned
solely by the chair of the meeting from time to time to reconvene at the
same or
some other time, date and place. The stockholders present at a meeting shall
not
have authority to adjourn the meeting. Notice need not be given of any such
adjourned meeting if the time, date and place thereof are announced at the
meeting at which the adjournment is taken. If the time, date and place of
the
adjourned meeting are not announced at the meeting at which the adjournment
is
taken, then the Secretary of the Corporation shall give written notice of
the
time, date and place of the adjourned meeting not less than ten (10) days
prior
to the date of the adjourned meeting. Notice of the adjourned meeting also
shall
be given if the meeting is adjourned
in a single adjournment to a date more than 30 days or in successive
adjournments to a date more than 120 days after the original date fixed for
the
meeting.
At
an
adjourned meeting at which a quorum is present, the stockholders may transact
any business which might have been transacted at the original meeting. Once
a
share is represented for any purpose at a meeting, it shall be present for
quorum purposes for the remainder of the meeting and for any adjournment
of that
meeting unless a new record date is or must be set for the adjourned meeting.
A
new record date shall be set if the meeting is adjourned in a single or
successive adjournments to a date more than 120 days after the original date
fixed for the meeting. If after the adjournment a new record date is fixed
for
the adjourned meeting, notice of the adjourned meeting shall be given to
each
stockholder of record entitled to vote at the adjourned meeting consistent
with
the new record date.
Section
1.11 Fixing
Date for Determination of Stockholders of Record.
In
order
that the Corporation may determine the stockholders entitled to notice of
or to
vote at any meeting of stockholders or any adjournment thereof or entitled
to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action other
than
stockholder action by written consent, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date: (i) in the case of determination of stockholders entitled to vote at
any
meeting of stockholders or adjournment thereof, shall, unless otherwise required
by law, not be more than sixty (60) nor less than ten (10) days before the
original date of such meeting, and (ii) in the case of any other lawful action
other than stockholder action by written consent, shall not be more than
sixty
days prior to such other action. If no record date is fixed by the Board
of
Directors: (i) the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business
on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which
the
meeting is held, and (ii) the record date for determining stockholders for
any
other purpose (other than stockholder action by written consent) shall be
at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors
may
fix a new record date for the adjourned meeting and shall fix a new record
date
for the adjourned meeting if the meeting is adjourned in a single or successive
adjournments to a date more than 120 days after the original date fixed for
the
meeting.
Section
1.12. Procedures
for Stockholder Action by Consent.
1.12.1. Request
for Record Date. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting shall be
as
fixed by the Board of Directors or as otherwise established under this Section
1.12.1. Any person seeking to have the stockholders authorize or take corporate
action by written consent without a meeting shall, by written notice addressed
to the Secretary and delivered to the Corporation and signed by a stockholder
of record, request that a record date be fixed for such purpose. The written
notice shall contain at a minimum the information required in Section 1.4(c)
for
a Stockholder Proposal and shall state the reasons for soliciting consents
for
such action. The Board of Directors hall have ten (10) days following the
date
of receipt of the notice to determine the validity of the request, including
the
sufficiency of the information provided. During the ten (10) day period,
the
Corporation may require the stockholder of record and/or beneficial owner
requesting a record date for proposed stockholder action by consent to furnish
such other information as it may reasonably require to determine the validity
of
the request for a record date. Following the determination of the validity
of
the request, and no later than ten (10) days after the date on which such
request is received by the Corporation, the Board of Directors may fix a
record
date for such purpose which shall be no more than ten (10) days after the
date
upon which the resolution fixing the record date is adopted by the Board
of
Directors and shall not precede the date such resolution is adopted. If the
Board of Directors fails within ten (10) days after the date the Corporation
receives such notice to fix a record date for such purpose, the record date
shall be the day on which the first written consent is delivered to the
Corporation in the manner described in Section 1.12.3 below unless prior
action
by the Board of Directors is required by law, in which event the record date
shall be at the close of business on the day on which the Board of Directors
adopts the resolution taking such prior action.
1.12.2.
Form
of
Consent. Every written consent purporting to take or authorize the taking
of
corporate action and/or related revocations (each such written consent
and
related revocation is referred to in this Section 1.12 as a “Consent”)
shall
bear the date of signature of each stockholder who signs the Consent, and
no
Consent shall be effective to take the corporate action referred to therein
unless, within 60 days of the earliest dated Consent delivered in the manner
required by this Section 1.12, Consents signed by a sufficient number of
stockholders to take such action are so delivered to the
Corporation.
1.12.3. Delivery
of Consent. A Consent shall be delivered to the Corporation by delivery
to its
registered office in the State of Delaware or to the Secretary of the
Corporation at the Corporation’s
principal place of business. Delivery to the Corporation’s
registered office shall be made by hand or by certified or registered
mail,
return receipt requested.
In
the
event of the delivery to the Corporation of a Consent, the Secretary of
the
Corporation shall provide for the safe-keeping of such Consent and shall
promptly conduct such ministerial review of the sufficiency of the Consents
and
of the validity of the action to be taken by stockholder consent as the
Secretary deems necessary or appropriate, including, without limitation,
whether
the holders of a number of shares having the requisite voting power to
authorize
or take the action specified in the Consent have given consent; provided,
however, that if the corporate action to which the Consent relates is the
removal or replacement of one or more members of the Board of Directors,
the
Secretary of the Corporation shall promptly designate two persons, who
shall not
be members of the Board of Directors, to serve as Inspectors with respect
to
such Consent and such Inspectors shall discharge the functions of the Secretary
of the Corporation under this Section 1.12.3. If after such investigation
the
Secretary or the Inspectors (as the case may be) shall determine that the
Consent is valid and that the action therein specified has been validly
authorized, that fact shall forthwith be certified on the records of the
Corporation kept for the purpose of recording the proceedings of meetings
of
stockholders, and the
Consent shall be filed in such records, at which time the Consent shall
become
effective as stockholder action. In conducting the investigation required
by
this Section 1.12.3, the Secretary or the Inspectors (as the case may be)
may,
at the expense of the Corporation, retain special legal counsel and any
other
necessary or appropriate professional advisors, and such other personnel
as they
may deem necessary or appropriate to assist them, and shall be fully protected
in relying in good faith upon the opinion of such counsel or
advisors.
No
action
by written consent without a meeting shall be effective until such date as
the
Secretary or the Inspectors (as the case may be) certify to the Corporation
that
the Consents delivered to the Corporation in accordance with Section 1.12.3
represent at least the minimum number of votes that would be necessary to
take
the action.
Nothing
contained in this Section 1.12.3 shall in any way be construed to suggest
or
imply that the Board of Directors or any stockholder shall not be entitled
to
contest the validity of any Consent or revocation thereof, whether before
or
after such certification by the Secretary or the Inspectors, or to take any
other action (including, without limitation, the commencement, prosecution,
or
defense of any litigation with respect thereto, and the seeking of injunctive
relief in such litigation).
Section
1.13. Inspectors
of Election. The Corporation may, and shall if required by law, in advance
of
any meeting of stockholders, appoint one or more inspectors of election,
who may
be employees of the Corporation, to act at the meeting or any adjournment
thereof and to make a written report thereof. The Corporation may designate
one
or more persons as alternate inspectors to replace any inspector who fails
to
act. In the event that no inspector so appointed or designated is able
to act at
a meeting of stockholders, the person presiding at the meeting shall appoint
one
or more inspectors to act at the meeting. Each inspector, before entering
upon
the discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according
to the
best of his or her ability. The inspector or inspectors so appointed or
designated shall (i) ascertain the number of shares of capital stock of
the
Corporation outstanding and the voting power of each such share, (ii) determine
the shares of capital stock of the Corporation represented at the meeting
and
the validity of proxies and ballots, (iii) count all votes and ballots,
(iv)
determine and retain for a reasonable period a record of the disposition
of any
challenges made to any determination by the inspectors, and (v) certify
their
determination of the number of shares of capital stock of the Corporation
represented at the meeting and such inspectors’
count of
all votes and ballots. Such certification and report shall specify such
other
information as may be required by law. In determining the validity and
counting
of proxies and ballots cast at any meeting of stockholders of the Corporation,
the inspectors may consider such information as is permitted by applicable
law.
No person who is a candidate for an office at an election may serve as
an
inspector at such election.
Section
1.14. List
of
Stockholders Entitled to Vote. The Secretary shall prepare and make, at least
ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination
of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place
shall be specified in the notice of the meeting, or if not so specified,
at the
place where the meeting is to be held. The list shall also be produced and
kept
at the time and place of the meeting during the whole time thereof and may
be
inspected by any stockholder who is present. Upon the willful neglect or
refusal
of the directors to produce such a list at any meeting for the election of
directors, they shall be ineligible for election to any office at such meeting.
Except as otherwise provided by law, the stock ledger shall be the only evidence
as to who are the stockholders entitled to examine the stock ledger, the
list of
stockholders or the books of the Corporation, or to vote in person or by
proxy
at any meeting of stockholders.
ARTICLE
II.
BOARD
OF DIRECTORS.
Section
2.1. Number;
Qualifications. The Board of Directors shall consist of one or more members,
the
number thereof to be determined from time to time by resolution of the
Board of
Directors. Directors need not be stockholders.
Section
2.2. Election;
Resignation; Vacancies. At each annual meeting, the stockholders shall
elect
directors each of whom shall hold office until the next annual meeting of
stockholders and until his or her successor is duly elected and qualified,
subject to such director’s
earlier
death, resignation, disqualification or removal. Any director may resign
at any
time upon written notice to the Corporation. Such resignation need
not be
accepted to be effective. Unless otherwise provided by law or the Certificate
of
Incorporation, any newly created directorship or any vacancy occurring
on the
Board of Directors for any cause may be filled solely by a majority
of the
remaining members of the Board of Directors, although such majority
is less than
a quorum, or by the sole remaining director, and each director so elected
shall
hold office until the expiration of the term of office of the director
so
replaced or until the director’s
successor is elected and qualified. The stockholders shall not have
the power to
appoint directors to any newly created directorship or vacancy.
Section
2.3. Regular
Meetings. Regular meetings of the Board of Directors may be held at such
places
within or without the State of Delaware and at such times as the Board
of
Directors may from time to time determine. It shall not be necessary
to give
notice of regular meetings of the Board of Directors.
Section
2.4. Special
Meetings. Special meetings of the Board of Directors may be called by
the
Chairman of the Board, the President, the Executive Committee, or by
three (3)
or more directors. Notice of a special meeting of the Board of Directors
shall
be given by the person or persons calling the meeting at least twenty-four
hours
before the special meeting if such notice is given personally or by telephone
or
sent by telegram, telecopier or other electronic means. Notice of a special
meeting of the Board of Directors shall be given by the person or persons
calling the meeting at least three days before the special meeting if
given by
regular mail. No notice of a special meeting shall be necessary if the
time and
place of the special meeting was set by resolution at a validly convened
meeting
of the Board of Directors. The notice of a special meeting need not state
the
purpose or purposes of the meeting.
Section
2.5. Telephonic
Meetings Permitted. Members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting thereof
by
means of conference telephone or similar communications equipment by means
of
which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this by-law shall constitute presence
in
person at such meeting.
Section
2.6. Quorum;
Vote Required for Action. At all meetings of the Board of Directors a majority
of the whole Board of Directors shall constitute a quorum for the transaction
of
business. Except in cases in which the certificate of incorporation, these
by-laws or applicable law otherwise provides, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the
act of
the Board of Directors.
Section
2.7. Officers
for Board Meetings. Meetings of the Board of Directors shall be presided
over by
the Chairman of the Board, if any, or in his or her absence by the Vice Chairman
of the Board, if any, or in his or her absence by the President, or in their
absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his or her absence the chair of the meeting
may
appoint any person to act as secretary of the meeting.
Section
2.8. Independent
Directors And Board Structure. A majority of the Board of Directors shall
be
comprised of independent directors. The Chief Executive Officer should be
a
member of the Board of Directors. In order to ensure the greatest number
of
independent directors on a board of manageable size, other direct management
representation should be kept to a minimum and should in no event exceed
two
other management directors.
The
Board
of Directors shall make clear to Senior Management of the Company that board
membership is neither necessary to their present positions nor a prerequisite
to
a higher management position in the Company. Attendance of management staff
at
Board Meetings should be at the discretion of the Chairman of the Board but
should be encouraged by the Board. The Board shall have full and direct access
to members of Senior Management and should be encouraged to request reports
directly to the Board by any member of Senior Management. Board members should
use judgment in dealings with management so that they do not distract management
from the business operations of the Company.
Conflicts
of Interest.
A
director’s
personal
financial or family relationships may occasionally give rise to that
director’s
material
personal interest in a particular issue. There will be times when a
director’s
material
personal interest in an issue will limit that director’s
ability
to vote on that issue. The Governance Committee of the Board of Directors
shall
determine whether such a conflict of interest exists on a case-by-case
basis,
including the determination as to materiality under items (c) and (g) of
this
Section 7. The Governance Committee shall take appropriate steps to identify
such potential conflicts and to ensure that a majority of the directors
voting
on an issue are both disinterested and independent with respect to that
issue. A
determination by the Governance Committee on any issue of independence
or
conflict of interest shall be final and not subject to review.
For
purposes
of this
Section, an “independent
director”
means a
director who: (a) is neither a current employee nor a former member of Senior
Management of the Company or an Affiliate; (b) is not employed by a provider
of
professional services to the Company; (c) does not have any business
relationship with the Company, either personally or through a company of
which
the director is an officer or a controlling shareholder, that is material
to the
Company or to the director; (d) does not have a close family relationship,
by
blood, marriage or otherwise with any member of Senior Management of the
Company
or one of the Company’s
Affiliates; (e) is not an officer of a company of which the Company’s
chairman
or chief executive officer is also a board member; (f) is not personally
receiving compensation from the Company in any capacity other than as a
director; or (g) does not personally receive or is not an employee of a
foundation, university, or other institution that receives grants or endowments
from the Company, that are material to the Company or to either the recipient
and/or the foundation, university, or institution.
"Senior
Management"
includes
the chief executive, chief operating, chief financial, chief legal and
chief
accounting officers, president, vice president(s), treasurer, secretary
and the
controller of the Company.
"Affiliate" includes
any person or entity which, alone or by contractual obligation, owns or
has the
power to vote more than twenty-five (25) percent of the equity interest
in
another, unless some other person or entity acting alone or with another
by
contractual obligation owns or has the power to vote a greater percentage
of the
equity interest. A subsidiary is considered an affiliate if it is at least
eighty (80) percent owned by the Company and accounts for at least twenty-five
(25) percent of the Company’s
consolidated sales or assets.
Section
2.9. Action
by
Written Consent of Directors. Unless otherwise restricted by the certificate
of
incorporation or these by-laws, any action required or permitted to be taken
at
any meeting of the Board of Directors, or of any committee thereof, may be
taken
without a meeting if all members of the Board of Directors or such committee,
as
the case may be, consent thereto in writing, and the writing or writings
are
filed with the minutes of proceedings of the Board of Directors or such
committee.
Section
2.10. Committees.
The Board of Directors may designate one or more committees, each committee
to
consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting
of
the committee. In the absence or disqualification of a member of the committee,
the member or members thereof present at any meeting and not disqualified
from
voting, whether or not he/she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in
place
of any such absent or disqualified member. Any such committee, to the extent
permitted by law and to the extent provided in the resolution of the Board
of
Directors, shall have and may exercise all the powers and authority of the
Board
of Directors in the management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers
which
may require it.
Section
2.11. Committee
Rules. Unless the Board of Directors otherwise provides, each committee
designated by the Board of Directors may make, alter and repeal rules for
the
conduct of its business. In the absence of such rules each committee shall
conduct its business in the same manner as the Board of Directors conducts
its
business pursuant to Article II hereof.
Section
2.12. Executive
Committee. There shall be an Executive Committee to consist of such number
of
directors of the Board of Directors (the “Executive
Committee”)
to
consist of that number of directors as the Board of Directors may from
time to
time determine. The Board of Directors shall have power at any time to
change
the number of the Executive Committee, except that a reduction in the number
of
members of the Executive Committee shall not affect any currently serving
member. The Board of Directors may remove any member of the Executive Committee
at any time with or without cause and may fill vacancies in the Committee
by
election from the members of the Board of Directors.
When
the
Board of Directors is not in session, the Executive Committee shall have
and may
exercise all the power and authority of the Board of Directors in the management
and direction of the business and affairs of the Corporation, and shall have
power to authorize the seal of the Corporation to be affixed to all papers
which
may require it. All actions of the Executive Committee shall be reported
to the
Board of Directors at the meeting next succeeding such action, provided,
however, that such report need not be made to the Board of Directors if prior
to
such meeting copies of the written minutes of the meetings of the Executive
Committee at which such action has been taken shall have been mailed or
delivered to all members of the Board of Directors.
ARTICLE
III.
OFFICERS.
Section
3.1. Executive
Officers; Election; Qualifications; Term of Office; Resignation; Removal;
Vacancies. The Board of Directors shall elect a President and Secretary,
and it
may, if it so determines, choose a Chairman of the Board and a Vice Chairman
of
the Board from among its members. The Board of Directors may also choose
one or
more Vice Presidents, one or more Assistant Secretaries, a Treasurer and
one or
more Assistant Treasurers. Each such officer shall hold office until the
first
meeting of the Board of Directors after the annual meeting of stockholders
next
succeeding his or her election, and until his or her successor is elected
and
qualified or until his or her earlier resignation or removal. Any officer
may
resign at any time upon written notice to the Corporation. Such resignation
need
not be accepted to be effective. The Board of Directors may remove any officer
with or without cause at any time, but such removal shall be without prejudice
to the contractual rights of such officer, if any, with the Corporation.
Any
number of offices may be held by the same person. Any vacancy occurring in
any
office of the Corporation by death, resignation, removal or otherwise may
be
filled for the unexpired portion of the term by the Board of
Directors.
Section
3.2. Powers
and
Duties of Executive Officers. The officers of the Corporation shall have
such
powers and duties in the management of the Corporation as may be prescribed
in a
resolution by the Board of Directors and, to the extent not so provided,
as
generally pertain to their respective offices, subject to the control of
the
Board of Directors. The Board of Directors may require any officer, agent
or
employee to give security for the faithful performance of his or her duties.
ARTICLE
IV.
SHARES
OF STOCK.
Section
4.1. Certificates.
Every holder of stock shall be entitled to have a certificate signed by or
in
the name of the Corporation by the Chairman or Vice Chairman of the Board
of
Directors, if any, or the President or a Vice President, and by the Treasurer
or
an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
Corporation certifying the number of shares owned by him or her in the
Corporation. Any of or all the signatures on the certificate may be a facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased
to be
such officer, transfer agent, or registrar before such certificate is issued,
it
may be issued by the Corporation with the same effect as if he or she were
such
officer, transfer agent, or registrar at the date of issue.
Section
4.2. Lost,
Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed,
and
the Corporation may require the owner of the lost, stolen or destroyed
certificate, or his/her legal representative, to give the Corporation a bond
sufficient to indemnify it against any claim that may be made against it
on
account of the alleged loss, theft or destruction of any such certificate
or the
issuance of such new certificate.
ARTICLE
V.
MISCELLANEOUS
PROVISIONS.
Section
5.1. Fiscal
Year. The fiscal year of the Corporation shall be determined by resolution
of
the Board of Directors.
Section
5.2. Seal.
The
corporate seal shall have the name of the Corporation inscribed thereon and
shall be in such form as may be approved from time to time by the Board of
Directors.
Section
5.3. Signature
of Checks, etc. All checks and drafts on the bank accounts of the Corporation,
and all bills of exchange and promissory notes, and all acceptances, obligations
and other instruments for the payment of money shall be signed by such officer
or officers, or agent or agents, as shall be thereunto authorized, from time
to
time, by the Board of Directors or the Executive Committee.
Section
5.4. Waiver
of
Notice of Meetings of Stockholders, Directors and Committees. Any written
waiver
of notice, signed by the person entitled to notice, whether before or after
the
time stated therein, shall be deemed equivalent to notice. Attendance of
a
person at a meeting shall constitute a waiver of notice of such meeting,
except
when the person attends a meeting for the express purpose of objecting, at
the
beginning of the meeting, to the transaction of any business because the
meeting
is not lawfully called or convened. Neither the business to be transacted
at nor
the purpose of any regular or special meeting of the stockholders, directors,
or
members of a committee of directors need be specified in any written waiver
of
notice.
Section
5.5. Form
of
Records. Any records maintained by the Corporation in the regular course
of its
business, including its stock ledger, books of account, and minute books,
may be
kept on, or be in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device, provided that
the
records so kept can be converted into clearly legible form within a reasonable
time.
Section
5.6. Amendment
of By-laws. These by-laws may be altered, amended or repealed, and new by-laws
made, by the Board of Directors, but the stockholders may make additional
by-laws and may alter and repeal any by-laws whether adopted by them or
otherwise.
ARTICLE
VI.
INDEMNIFICATION
OF DIRECTORS, OFFICERS OR OTHER PERSONS.
Section
6.1 Right
to
Indemnification. The Corporation shall indemnify and hold harmless, to
the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person (a “Covered
Person”)
who was
or is made or is threatened to be made a party or is otherwise involved
in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a “proceeding”),
by
reason of the fact that he or she, or a person for whom he or she is the
legal
representative, is or was a director or officer of the Corporation or,
while a
director or officer of the Corporation, is or was serving at the request
of the
Corporation as a director, officer, employee or agent of another Corporation
or
of a partnership, joint venture, trust, enterprise or nonprofit entity,
including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorneys’
fees)
reasonably incurred by such Covered Person. Notwithstanding the preceding
sentence, except as otherwise provided in Section 6.3, the Corporation
shall be
required to indemnify a Covered Person in connection with a proceeding
(or part
thereof) commenced by such Covered Person only if the commencement of such
proceeding (or part thereof) by the Covered Person was authorized by the
Board
of Directors of the Corporation.
Section
6.2. Prepayment
of Expenses. The Corporation shall pay the expenses (including
attorneys’
fees)
incurred by a Covered Person in defending any proceeding in advance of
its final
disposition, provided, however, that, to the extent required by law, such
payment of expenses in advance of the final disposition of the proceeding
shall
be made only upon receipt of an undertaking by the Covered Person to repay
all
amounts advanced if it should be ultimately determined that the Covered
Person
is not entitled to be indemnified under this Article VI or
otherwise.
Section
6.3. Claims.
If
a claim for indemnification or advancement of expenses under this Article
VI is
not paid in full within thirty days after a written claim therefore by the
Covered Person has been received by the Corporation, the Covered Person may
file
suit to recover the unpaid amount of such claim and, if successful in whole
or
in part, shall be entitled to be paid the expense of prosecuting such claim.
In
any such action the Corporation shall have the burden of proving that the
Covered Person is not entitled to the requested indemnification or advancement
of expenses under applicable law.
Section
6.4. Nonexclusivity
of Rights. The rights conferred on any Covered Person by this Article VI
shall
not be exclusive of any other rights which such Covered Person may have or
hereafter acquire under any statute, provision of the certificate of
incorporation, these by-laws, agreement, vote of stockholders or disinterested
directors or otherwise.
Section
6.5. Other
Sources. The Corporation’s
obligation, if any, to indemnify or to advance expenses to any Covered
Person
who was or is serving at its request as a director, officer, employee or
agent
of another Corporation, partnership, joint venture, trust, enterprise or
nonprofit entity shall be reduced by any amount such Covered Person may
collect
as indemnification or advancement of expenses from such other Corporation,
partnership, joint venture, trust, enterprise or non-profit
enterprise.
Section
6.6. Amendment
or Repeal. Any repeal or modification of the foregoing provisions of this
Article VI shall not adversely affect any right or protection hereunder of
any
Covered Person in respect of any act or omission occurring prior to the time
of
such repeal or modification.
Section
6.7. The
rights
conferred on any Covered Person by this Article VI are contract rights
and shall
continue as to a person who has ceased to be a director or officer and
shall
inure the benefit of the person’s
heirs,
executors and administrators.
Section
6.8. Other
Indemnification and Prepayment of Expenses. This Article VI shall not limit
the
right of the Corporation, to the extent and in the manner permitted by law,
to
indemnify and to advance expenses to persons other than Covered Persons when
and
as authorized by appropriate corporate action.
 |
Archer
Daniels Midland Company
4666
Faries Parkway
Decatur,
Il 62526
|
News
Release
February 6, 2007 |
FOR
IMMEDIATE
RELEASE
|
ADM
BOARD OF DIRECTORS NAMES CHIEF EXECUTIVE OFFICER PATRICIA A. WOERTZ CHAIRMAN
OF
THE BOARD, VOTES TO INCREASE CASH DIVIDEND AND ADOPTS MAJORITY VOTING
POLICY
The
Board
of Directors of Archer Daniels Midland Company (NYSE: ADM) announced today
that
Chief Executive Officer and President Patricia A. Woertz has been elected
Chairman of the Company’s Board of Directors. Ms. Woertz, who was named CEO and
President in April 2006, succeeds G. Allen Andreas who resigned from the
Board.
Independent Director Patrick Moore continues in the role of Lead Director.
The
Board
declared a cash dividend of 11.5 cents per shre on the Company's stock
payable
March 9, 2007 to Shareholders of record February 16, 2007. This is an
increase of one and one-half cents a share. This is ADM's 301st
consecutive quarterly
payment, a record of 75 years of uninterrupted dividends. As of December
31,
2006 there were 653,447,466 shares of ADM stock outstanding.
In
addition, the Board adopted a majority voting policy for election of directors
that will be implemented through amendments to the Company’s Bylaws and
Corporate Governance Guidelines.
“Our
leadership transition has progressed very successfully and faster than
anticipated,” said G. Allen Andreas. “Under Patricia’s leadership, ADM continues
to deliver outstanding results for shareholders, customers and employees.
As I
look forward, the time is right for me to step down and for Patricia to assume
the role of Chairman.”
“Our
decision to name Patricia as the Chairman reflects the Board’s confidence in her
strong leadership and strategic direction for the Company,” said Patrick Moore.
“ADM
today
is an industry leader that is positioned for continued growth,” said Patricia
Woertz. “It is because of Allen’s leadership that we are in this position. I am
honored to work with an outstanding team of colleagues; we will continue
to
appreciate Allen’s legacy as we embark on the next phase of ADM’s global
leadership in BioEnergy and agricultural processing.”
(Continued)
Mr.
Andreas joined Archer Daniels Midland Company in 1973. He served as Treasurer,
Chief Financial Officer of European Operations, and Vice President and Counsel
to the Executive Committee before being appointed a Member of the Office
of the
Chief Executive in 1996. He was named Chief Executive Officer in 1997, assumed
the position of Chairman in 1999 and was elected President in 2005. In 2006,
Mr.
Andreas retired from the positions of Chief Executive and President while
continuing his service as Chairman of the Board of Directors.
Ms.
Woertz
is Chairman, Chief Executive Officer and President of Archer Daniels Midland
Company. Patricia is focused on extending the Company’s strong financial
momentum and accelerating the growth of its BioEnergy business while expanding
the Company’s premier position in the agricultural processing value chain.
Prior
to
joining ADM in April 2006, Ms. Woertz spent 29 years in the energy industry,
most recently as Executive Vice President of Chevron Corporation where she
led
its global refining, marketing, lubricant, supply and trading operations.
Archer
Daniels Midland Company (ADM) is the world leader in BioEnergy and has a
premier
position in the agricultural processing value chain. ADM is one of the world’s
largest processors of soybeans, corn, wheat and cocoa. ADM is a leading
manufacturer of biodiesel, ethanol, soybean oil and meal, corn sweeteners,
flour
and other value-added food and feed ingredients. Headquartered in Decatur,
Illinois, ADM has over 26,000 employees, more than 240 processing plants
and net
sales for the fiscal year ended June 30, 2006 of $37 billion. Additional
information can be found on ADM’s Web site at http://www.admworld.com/.
###
From:
Brian Peterson, Senior Vice President-Corporate Affairs
217/424-5413