Exhibit 3.20
BYLAWS
OF
KOHLER MIX SPECIALTIES
OF CONNECTICUT, INC.
ARTICLE I
OFFICES, CORPORATE SEAL
Section 1.01. Registered Office. The registered office of the corporation
in Connecticut shall be that set forth in the certificate of incorporation or in
the most recent amendment of the certificate of incorporation or resolution of
the directors filed with the Secretary of State of the State of Connecticut
changing the registered office.
Section 1.02. Other Offices. The corporation may have such other offices,
within or without the State of Connecticut, as the directors shall, from time to
time, determine.
Section 1.03. Corporate Seal. The corporation shall have no seal.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01. Place and Time of Meetings. Except as provided otherwise by
the Connecticut Business Corporation Act, meetings of the shareholders may be
held at any place, within or without the State of Connecticut, as may from time
to time be designated by the directors and, in the absence of such designation,
shall be held at the registered office of the corporation in the State of
Connecticut. The directors shall designate the time of day for each meeting and,
in the absence of such designation, every meeting of shareholders shall be held
at four o'clock p.m., Connecticut time.
Section 2.02. Regular Meetings.
(a) A regular meeting of the shareholders may be held on such date
as the Board of Directors may by resolution establish.
(b) At a regular meeting, the shareholders, voting as provided in
the certificate of incorporation and these bylaws, shall elect qualified
successors for directors who serve for an indefinite term or whose terms
have expired and shall transact such other business as may properly come
before them.
Section 2.03. Special Meetings. Special meetings of the shareholders may
be held at any time and for any purpose and may be called by the chief executive
officer, the chief financial officer, two or more directors or by a shareholder
or shareholders holding 10% or more of the voting power of all shares entitled
to vote. A shareholder or shareholders holding the requisite percentage of the
voting power of all shares entitled to vote may demand a special meeting of the
shareholders by written notice of demand given to the chief executive officer or
chief financial officer of the corporation and containing the purposes of the
meeting. Within 30 days after receipt of demand by one of those officers, the
Board of Directors shall cause a special meeting of shareholders to be called
and held on notice no later than 90 days after receipt of the demand,
at the expense of the corporation. Special meetings shall be held on the date
and at the time and place fixed by the chief executive officer or the Board of
Directors, except that a special meeting called by or at the demand of a
shareholder or shareholders shall be held in the county where the principal
executive office is located. The business transacted at a special meeting shall
be limited to the purposes as stated in the notice of the meeting.
Section 2.04. Quorum Adjourned Meetings. The holders of a majority of the
shares entitled to vote at a meeting shall constitute a quorum for the
transaction of business at any regular or special meeting. In case a quorum
shall not be present at a meeting, the meeting may be adjourned, and notice
shall be given (a) by announcement at the time of adjournment of the date, time
and place of the adjourned meeting, or (b) by notice of such adjourned meeting,
setting out the date, time and place of the adjourned meeting, mailed to each
shareholder entitled to vote at a meeting, at least 3 days before the date of
such adjourned meeting. If a quorum is present, a meeting may be adjourned from
time to time without notice other than announcement at the time of adjournment
of the date, time and place of the adjourned meeting. At adjourned meetings at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed. If a quorum is present when a
duly called or held meeting is convened, the shareholders present may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
shareholders originally present to leave less than a quorum.
Section 2.05. Voting. At each meeting of the shareholders every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy. Each shareholder, unless the certificate of incorporation or
statutes provide otherwise, shall have one vote for each share having voting
power registered in such shareholder's name on the books of the corporation.
Jointly owned shares may be voted by any joint owner unless the corporation
receives written notice from any one of them denying the authority of that
person to vote those shares. Upon the demand of any shareholder, the vote upon
any question before the meeting shall be by ballot. All questions shall be
decided by the greater of (1) a majority of the voting power of the shares
present and entitled to vote on that item of business, or (2) a majority of the
number of shares entitled to vote that would constitute a quorum for the
transaction of business at the meeting except if otherwise required by statute,
the certificate of incorporation, or these bylaws.
Section 2.06. Determination Date. The Board of Directors may fix a date,
not fewer than 10 nor more than 60 days, preceding the date of any meeting of
shareholders, as the date for the determination of the shareholders entitled to
notice of, and to vote at, such meeting, notwithstanding any transfer of shares
on the books of the corporation after any determination date so fixed. If the
Board of Directors fails to fix a date for determination of the shareholders
entitled to notice of, and to vote at, any meeting of shareholders, the
determination date shall be the 20th day preceding the date of such meeting.
Section 2.07. Notice of Meetings. There shall be mailed to each
shareholder, shown by the books of the corporation to be a holder of record of
voting shares, at such holder's address as shown by the books of the
corporation, a notice setting out the date, time and place of each regular
meeting and each special meeting, except where the meeting is an adjourned
meeting and the date, time and place of the meeting were announced at the time
of adjournment, which notice shall be mailed at least five days prior thereto.
Every notice of any special meeting called
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pursuant to Section 2.03 hereof shall state the purpose or purposes for which
the meeting has been called, and the business transacted at all special meetings
shall be confined to the purposes stated in the notice. The written notice of
any meeting at which a plan of merger or exchange is to be considered shall so
state such as a purpose of the meeting. A copy or short description of the plan
of merger or exchange shall be included in or enclosed with such notice.
Section 2.08. Waiver of Notice. Notice of any regular or special meeting
may be waived by any shareholder either before, at or after such meeting, orally
or in a writing signed by such shareholder or a representative entitled to vote
the shares of such shareholder. A shareholder, by attendance at any meeting of
shareholders, shall be deemed to have waived notice of such meeting, except
where the shareholder objects at the beginning of the meeting to the transaction
of business because the meeting is not lawfully called or convened, or objects
before a vote on an item of business because the item may not lawfully be
considered at such meeting and does not participate in the consideration of the
item at that meeting.
ARTICLE III
DIRECTORS
Section 3.01. General Powers. The business and affairs of the corporation
shall be managed by or under the authority of the Board of Directors, except as
otherwise permitted by statute.
Section 3.02. Number, Qualifications and Term of Office. The size of the
Board of Directors shall be fixed by the Board of Directors within the limits
prescribed by the statute and the certificate of incorporation. Directors shall
be natural persons, but need not be shareholders. Each of the directors shall
hold office until the regular meeting of shareholders next held after such
director's election and until such director's successor shall have been elected
and shall qualify, or until the earlier death, resignation, removal, or
disqualification of such director.
Section 3.03. Board Meetings. Meetings of the Board of Directors may be
held from time to time at such time and place within or without the state of
Connecticut as may be designated in the notice of such meeting.
Section 3.04. Calling Meetings; Notice. Meetings of the Board of Directors
may be called by the chairman of the Board by giving at least twenty-four hours'
notice, or by any other director by giving at least five days' notice, of the
date, time and place thereof to each director, by mail, telephone, telegram or
in person. If the day or date, time and place of a meeting of the Board of
Directors have been announced at a previous meeting of the Board, no notice is
required. Notice of an adjourned meeting of the Board of Directors need not be
given other than by announcement at the meeting at which adjournment is taken.
Section 3.05. Waiver of Notice. Notice of any meeting of the Board of
Directors may be waived by any director either before, at, or after such
meeting, orally or in a writing signed by such director. A director, by his or
her attendance at any meeting of the Board of Directors, shall be deemed to have
waived notice of such meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting is
not lawfully called or convened and such objecting director does not participate
thereafter in the meeting.
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Section 3.06. Quorum. A majority of the directors holding office
immediately prior to a meeting of the Board of Directors shall constitute a
quorum for the transaction of business at such meeting.
Section 3.07. Vacancies; Newly Created Directorships. Vacancies on the
Board of Directors of this corporation occurring by reason of death,
resignation, removal or disqualification shall be filled for the unexpired term
by the affirmative vote of a majority of the remaining directors of the Board
although less than a quorum; newly created directorships resulting from an
increase in the authorized number of directors by action of the Board of
Directors as permitted by Section 3.02 may be filled by the affirmative vote of
a majority vote of the directors serving at the time of such increase; and each
director elected pursuant to this Section 3.09 shall be a director until such
director's successor is elected by the shareholders at their next regular or
special meeting.
Section 3.8. Removal. Any or all of the directors may be removed from
office at any time, with or without cause, by the affirmative vote of the
shareholders holding a majority of the shares entitled to vote at an election of
directors, except as otherwise provided by the Connecticut Business Corporation
Act. A director named by the Board of Directors to fill a vacancy may be removed
from office at any time, with or without cause, by the affirmative vote of the
remaining directors if the shareholders have not elected directors in the
interim between the time of the appointment to fill such vacancy and the time of
the removal. In the event that the entire Board or any one or more directors be
so removed, new directors may be elected at the same meeting.
Section 3.9. Committees. A resolution approved by the affirmative vote of
a majority of the Board of Directors may establish committees having the
authority of the Board in the management of the business of the corporation to
the extent provided in the resolution. A committee shall consist of one or more
natural persons, who need not be directors, appointed by affirmative vote of a
majority of the directors present. Committees are subject to the direction and
control of, and vacancies in the membership thereof shall be filled by, the
Board of Directors, except as provided by the Connecticut Business Corporation
Act.
A majority of the members of the committee present at a meeting is a
quorum for the transaction of business, unless a larger or smaller proportion or
number is provided in a resolution approved by the affirmative vote of a
majority of the directors present.
Section 3.10. Committee of Disinterested Persons. The Board may establish
a committee composed of two or more disinterested directors or other
disinterested persons to determine whether it is in the best interests of the
corporation to pursue a particular legal right or remedy of the corporation and
whether to cause the dismissal or discontinuance of a particular proceeding that
seeks to assert a right of remedy on behalf of the corporation. The committee,
once established, is not subject to the direction or control of, or termination
by, the Board. A vacancy on the committee may be filled by a majority vote of
the remaining committee members. The good faith determinations of the committee
are binding upon the corporation and its directors, officers and shareholders.
The committee terminates when it issues a written report of its determinations
to the Board.
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Section 3.11. Written Action. Any action which might be taken at a meeting
of the Board of Directors, or any duly constituted committee thereof, except for
those actions which must be approved by the shareholders, may be taken without a
meeting if done in writing and signed by all directors of the corporation.
Section 3.12. Compensation. Directors who are not salaried officers of
this corporation, shall receive such compensation as shall be determined, from
time to time, by resolution of the Board of Directors. The Board of Directors
may, by resolution, provide that all directors shall receive their expenses, if
any, of attendance at meetings of the Board of Directors or any committee
thereof. Nothing herein contained shall be construed to preclude any director
from serving this corporation in any other capacity and receiving proper
compensation therefor.
ARTICLE IV
OFFICERS
Section 4.01. Number. The corporation shall have one or more natural
persons exercising the function of Chief Executive Officer and Chief Financial
Officer. The Board of Directors may elect or appoint such other officers or
agents as it deems necessary for the operation and management of the
corporation, with such rights, powers, duties and responsibilities as may be
determined by these bylaws, or the Board, including, without limitation, a
chairman of the Board, a president, one or more vice presidents, a treasurer and
a secretary. Any number of offices may be held by the same person.
Section 4.02. Election, Term of Office and Qualification. The Board of
Directors shall elect or appoint, by resolution approved by the affirmative vote
of a majority of the directors present, from within or without their number, the
president, treasurer and such other officers as may be deemed advisable, each of
whom shall have the powers, rights, duties, responsibilities, and terms of
office provided for in these bylaws or a resolution of the Board of Directors
not inconsistent therewith. The president and all other officers who may be
directors shall continue to hold office until the election and qualification of
their successors, notwithstanding an earlier termination of their directorship.
Section 4.03. Removal and Vacancies. Any officer may be removed from
office by the affirmative vote of a majority of the Board of Directors at any
time, with or without cause. Such removal, however, shall be without prejudice
to the contract rights of the person so removed. If there be a vacancy in an
office of the corporation by reason of death, resignation, removal,
disqualification or otherwise, such vacancy shall be filled for the unexpired
term by the Board of Directors.
Section 4.04. Chairman of the Board. The chairman of the Board, if one is
elected, shall preside at all meetings of the directors and shall have such
other duties as may be prescribed, from time to time, by the Board of Directors.
Section 4.05. President. The president shall be the chief executive
officer and shall have general active management of the business of the
corporation. In the absence of the chairman of the Board, the president shall
preside at all meetings of the directors. The president shall see that all
orders and resolutions of the Board of Directors are carried into effect The
president shall
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execute and deliver, in the name of the corporation, any deeds, mortgages,
bonds, contracts or other instruments pertaining to the business of the
corporation unless the authority to execute and deliver is required by law to be
exercised by another person or is expressly delegated by the articles or bylaws
or by the Board of Directors to some other officer or agent of the corporation.
The president shall maintain records of and, whenever necessary, certify all
proceedings of the Board of Directors and the shareholders, and in general,
shall perform all duties usually incident to the office of the president, and
shall have such other duties as may, from time to time, be prescribed by the
Board of Directors.
Section 4.06. Vice President. Each vice president, if one or more is
elected, shall have such powers and shall perform such duties as prescribed by
the Board of Directors or by the president. In the event of the absence or
disability of the president, the vice presidents shall succeed to the
president's power and duties in the order designated by the Board of Directors.
Section 4.07. Secretary. The secretary, if one is elected, shall be
secretary of and shall attend all meetings of the shareholders and Board of
Directors and shall record all proceedings of such meetings in the minute book
of the corporation, shall give or cause to be given proper notice of meetings of
shareholders and directors, and shall perform such other duties as may, from
time to time, be prescribed by the Board of Directors or by the president.
Section 4.08. Treasurer. The treasurer shall be the chief financial
officer and shall keep accurate financial records for the corporation, and shall
deposit all moneys, drafts and checks in the name of, and to the credit of, the
corporation, in such banks and depositories as the Board of Directors shall,
from time to time, designate. The treasurer shall have power to endorse, or
caused to be endorsed, for deposit, all notes, checks and drafts received by the
corporation, and shall disburse the funds of the corporation, as ordered by the
Board of Directors, making proper vouchers therefor. The treasurer shall render
to the president and the directors, whenever requested, an account of all
transactions as treasurer and of the financial condition of the corporation, and
shall perform such other duties as may, from time to time, be prescribed by the
Board of Directors or by the president.
Section 4.09. Compensation. The officers of the corporation shall receive
such compensation for their services as may be determined, from time to time, by
resolution of the Board of Directors.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 5.01. Certificates for Shares. All shares of the corporation shall
be certificated shares. Every owner of shares of the corporation shall be
entitled to a certificate, to be in such form as shall be prescribed by the
Board of Directors. The certificates for such shares shall be numbered in the
order in which they shall be issued and shall be signed, in the name of the
corporation, by the president and by the secretary or an assistant secretary or
by such officers as the Board of Directors may designate. If the certificate is
signed by a transfer agent or registrar, such signatures of the corporate
officers may be by facsimile, if authorized by the Board of Directors. Every
certificate surrendered to the corporation for exchange or transfer shall be
canceled, and no new certificate or certificates shall be issued in exchange for
any existing
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certificate until such existing certificate shall have been so canceled, except
in cases provided for in Section 5.04.
Section 5.02. Issuance of Shares. The Board of Directors is authorized to
cause to be issued shares of the corporation up to the full amount authorized by
the certificate of incorporation in such amounts and representing such classes
and series, if any, as may be determined by the Board of Directors and as may be
permitted by law and the certificate of incorporation. Shares may be issued for
any consideration, including, without limitation, in consideration of money or
other property, tangible or intangible, received or to be received by the
corporation under a written agreement, or of services rendered or to be rendered
to the corporation under a written agreement. At the time of approval of the
issuance of shares, the Board of Directors shall state, by resolution, its
determination of the fair value to the corporation in monetary terms of any
consideration other than cash for which shares are to be issued.
Section 5.03. Transfer of Shares. Transfer of shares on the books of the
corporation may be authorized only by the shareholder named in the certificate,
or the shareholder's legal representative, or the shareholder's duly authorized
attorney-in-fact, and upon surrender of the certificate or the certificates for
such shares. The corporation may treat as the absolute owner of shares of the
corporation, the person or persons in whose name shares are registered on the
books of the corporation.
Section 5.04. Loss of Certificates. Any shareholder claiming a certificate
for shares to be lost, stolen, or destroyed shall make an affidavit of that fact
in such form as the Board of Directors shall require and shall, if the Board of
Directors so requires, give the corporation a bond of indemnity in form, in an
amount, and with one or more sureties satisfactory to the Board of Directors, to
indemnify the corporation against any claim which may be made against it on
account of the reissuance of such certificate, whereupon a new certificate may
be issued in the same tenor and for the same number of shares as the one alleged
to have been lost, stolen or destroyed.
ARTICLE VI
DISTRIBUTIONS, RECORD DATE
Section 6.01. Distributions. Subject to the provisions of the certificate
of incorporation, of these bylaws, and of law, the Board of Directors may
authorize and cause the corporation to make distributions whenever, and in such
amounts or forms as, in its opinion, are deemed advisable.
Section 6.02. Record Date. Subject to any provisions of the certificate of
incorporation, the Board of Directors may fix a date not exceeding 120 days
preceding the date fixed for the payment of any distribution as the record date
for the determination of the shareholders entitled to receive payment of the
distribution and, in such case, only shareholders of record on the date so fixed
shall be entitled to receive payment of such distribution notwithstanding any
transfer of shares on the books of the corporation after the record date.
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ARTICLE VII
BOOKS AND RECORDS, FISCAL YEAR
Section 7.01. Share Register. The Board of Directors of the corporation
shall cause to be kept at its principal executive office, or at another place or
places within the United States determined by the Board:
(1) a share register not more than one year old, containing the
names and addresses of the shareholders and the number and
classes of shares held by each shareholder; and
(2) a record of the dates on which certificates or transaction
statements representing shares were issued.
Section 7.02. Other Books and Records. The Board of Directors shall cause
to be kept at its principal executive office, or, if its principal executive
office is not in Connecticut, shall make available at its Connecticut registered
office within five days after receipt by an officer of the corporation of a
written demand for them made by a shareholder or other person authorized by the
Connecticut Business Corporation Act, as amended, originals or copies of all
documents and records required to be so kept or made available by Connecticut
Statute ss.ss. 33-945 and 33-946.
Section 7.03. Fiscal Year. The fiscal year of the corporation shall be
determined by the Board of Directors.
ARTICLE VIII
LOANS, GUARANTEES, SURETYSHIP
The corporation may lend money to, guarantee an obligation of, become a
surety for, or otherwise financially assist a person if the transaction, or a
class of transactions to which the transaction belongs, is approved by the
affirmative vote of a majority of the directors present, and:
(1) is in the usual and regular course of business of the
corporation;
(2) is with, or for the benefit of, a related corporation, an
organization in which the corporation has a financial
interest, an organization with which the corporation has a
business relationship, or an organization to which the
corporation has the power to make donations;
(3) is with, or for the benefit of, an officer or other employee
of the corporation or a subsidiary, including an officer or
employee who is a director of the corporation or a subsidiary,
and may reasonably be expected, in the judgment of the Board,
to benefit the corporation; or
(4) has been approved by (a) the holders of two-thirds of the
voting power of the shares entitled to vote which are owned by
persons other than the interested person or persons, or (b)
the unanimous affirmative vote of the holders of all
outstanding shares whether or not entitled to vote.
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Such loan, guarantee, surety contract or other financial assistance may be with
or without interest, and may be unsecured, or may be secured in the manner as a
majority of the directors present approve, including, without limitation, a
grant of or other security interest in shares of the corporation. Nothing in
this section shall be deemed to deny, limit or restrict the powers of guaranty,
surety or warranty of the corporation at common law or under a statute of the
state of Connecticut.
ARTICLE IX
INDEMNIFICATION OF CERTAIN PERSONS
Section 9.01. Indemnification. The corporation shall indemnify all
officers and directors of the corporation, for such expenses and liabilities, in
such manner, under such circumstances and to such extent as permitted by the
corporation's certificate of incorporation and by the Connecticut Business
Corporation Act, as now enacted or hereafter amended.
Section 9.02. Insurance. The corporation may purchase and maintain
insurance on behalf of any person in such person's official capacity against any
liability asserted against and incurred by such person in or arising from that
capacity, whether or not the corporation would otherwise be required to
indemnify the person against the liability.
ARTICLE X
AMENDMENTS
These bylaws may be amended or altered by a vote of the majority of the
whole Board of Directors at any meeting. Such authority of the Board of
Directors is subject to the power of the shareholders, exercisable in the manner
provided in the Connecticut Business Corporation Act, to adopt, amend, or repeal
bylaws adopted, amended, or repealed by the Board of Directors. The Board of
Directors shall not adopt, amend or repeal any bylaws fixing a quorum for
meetings of shareholders, prescribing procedures for removing directors or
filling vacancies in the Board of Directors, or fixing the number of directors
or their classifications, qualifications, or terms of office, except that the
Board of Directors may adopt or amend any bylaw to increase their number.
ARTICLE XI
SECURITIES OF OTHER CORPORATIONS
Section 11.01. Voting Securities Held by the Corporation. Unless otherwise
ordered by the Board of Directors, the president shall have full power and
authority on behalf of the corporation (a) to attend any meeting of security
holders of other corporations in which the corporation may hold securities and
to vote such securities on behalf of this corporation; (b) to execute any proxy
for such meeting on behalf of the corporation; or (c) to execute a written
action in lieu of a meeting of such other corporation on behalf of this
corporation. At such meeting, the president shall possess and may exercise any
and all rights and powers incident to the ownership of such securities that the
corporation possesses. The Board of Directors may, from time to time, grant such
power and authority to one or more other persons and may remove such power and
authority from the president or any other person or persons.
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Section 11.02. Purchase and Sale of Securities. Unless otherwise ordered
by the Board of Directors, the president shall have full power and authority on
behalf of the corporation to purchase, sell, transfer or encumber any and all
securities of any other corporation owned by the corporation, and may execute
and deliver such documents as may be necessary to effectuate such purchase,
sale, transfer or encumbrance. The Board of Directors may, from time to time,
confer like powers upon any other person or persons.
I, Jeffrey M. Shapiro, secretary of Kohler Mix Specialties of Connecticut,
Inc., hereby certify that the above Bylaws were adopted by the Board of
Directors of said corporation on the 30th day of January, 1999.
/s/ Jeffrey M. Shapiro
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Jeffrey M. Shapiro, Secretary
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