Exhibit
3.4
BUNGE LIMITED
FINANCE CORP.
BY-LAWS
TABLE
OF CONTENTS
2
OFFICES
SECTION 1.01. Registered
Office. The registered office of
Bunge Limited Finance Corp. (the “Company”) shall be set forth in the
Certificate of Incorporation, as they may be amended from time to time.
SECTION 1.02. Other
Offices. The Company may also have
an office at such other places as the Board of Directors may from time to time
determine or as the business of the Company may require. The books and records of the Company may be
kept (except as otherwise provided by law) at the office of the Company in the
City of White Plains, State of New York, or at such other places as from time
to time may be determined by the Board of Directors.
STOCKHOLDERS
SECTION 2.01. Place
of Meetings. All meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such time and place, within or outside the State of Delaware as shall
be designated by the Board of Directors.
In the absence of any such designation by the Board of Directors, each
such meeting shall be held at the principal office of the Company.
SECTION 2.02. Annual
Meeting. An annual meeting of
stockholders shall be held for the purpose of electing Directors and
transacting such other business as may properly be brought before the
meeting. The date of the annual meeting
shall be determined by the Board of Directors.
SECTION 2.03. Special
Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by law,
may be called by the President and shall be called by the Secretary at the
direction of a majority of the Board of Directors, or at the request in writing
of stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote.
SECTION 2.04. Notice
of Meetings. Written notice of each
meeting of the stockholders stating the place, date and time of the 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. The notice of any special meeting of
stockholders shall state the purpose for which the meeting is called.
SECTION 2.05. Quorum. At any meeting of the stockholders, the
holders of a majority of the common stock issued and outstanding, present in
person or represented by proxy, shall constitute a quorum for the transaction
of business except as otherwise provided by statute
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or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the holders of the common stock present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
SECTION 2.06. Organization. The Chairman of the Board of Directors, if
elected, or, if not elected or not present, the President, shall call to order
meetings of the stockholders and shall act as chairman of such meetings. The Board of Directors or the stockholders
may appoint any stockholder or any director or officer of the Company to act as
chairman of any meeting in the absence of the Chairman of the Board and the
President.
The Secretary of the
Company shall act as secretary of all meetings of the stockholders, but in the
absence of the Secretary the presiding officer may appoint any other person to
act as secretary of any meeting.
SECTION 2.07. Proxies
and Voting. At all meetings of the
stockholders, each stockholder shall be entitled to vote, in person or by
proxy, the shares of voting stock owned by such stockholder of record on the
record date for the meeting. When a
quorum is present or represented at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the
question is one upon which, by express provision of law or of the Certificate
of Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
SECTION 2.08. Ratification. Any transaction questioned in any
stockholders’ derivative suit, or any other suit to enforce alleged rights of
the Company or any of its stockholders, on the ground of lack of authority,
defective or irregular execution, adverse interest of any director, officer or
stockholder, non-disclosure, miscomputation or the application of
improper principles or practices of accounting may be approved, ratified and
confirmed before or after judgment by the Board of Directors or by the holders
of common stock, and, if so approved, ratified or confirmed, shall have the
same force and effect as if the questioned transaction had been originally duly
authorized and said approval, ratification or confirmation shall be binding
upon the Company and all of its stockholders and shall constitute a bar to any
claim or execution of any judgment in respect of such questioned transaction.
SECTION 2.09. Consent
in Lieu of Meeting. Whenever the
vote of stockholders at a meeting thereof is required or permitted to be taken
in connection with any corporate action by any provision of the statutes or of
the Certificate of Incorporation, the meeting and vote of stockholders may be
dispensed with if all the stockholders who would have
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been entitled to vote upon the action if such meeting were held, shall
consent in writing to such corporate action being taken.
BOARD OF DIRECTORS
SECTION 3.01. Number,
Term of Office, and Eligibility.
Except as provided by the laws of the State of Delaware or by the
Certificate of Incorporation, the business and the property of the Company
shall be managed and controlled by a Board of not less than five nor more than
seven directors, the exact number to be fixed from time to time by resolution of
the Board of Directors or of the stockholders, each director to be elected
annually by ballot by the holders of common stock at the annual meeting of the
stockholders, to serve until his successor shall have been elected and shall
have qualified, except as provided in this Section. Two directors shall at all times be an “independent director”
pursuant to ARTICLE FOUR of the Certificate of Incorporation. Directors need not be stockholders of the
Company.
SECTION 3.02. Meetings. The directors may hold their meetings, both
regular and special, outside of the State of Delaware at such place as from
time to time they may determine.
The annual meeting of the
Board of Directors, for the election of executive officers and the transaction
of such other business as may come before the meeting, shall be held at the
same place as, and immediately following, the annual meeting of the
stockholders, and no notice thereof shall be required to be given to the
directors.
Other regular meetings of
the Board of Directors may be held at such time and place as shall from time to
time be determined by the Board.
Special meetings of the
Board of Directors may be called by the President. Special meetings shall be called by the Secretary on the written
request of any Director.
SECTION 3.03. Notice
of Meetings. Written or verbal
notice to each Director of each special meeting stating the place, date, time
and purposes of such meeting shall be given not less than two (2) hours nor
more then ten (10) days before the time of the meeting. No notice of regular meetings need be given.
SECTION 3.04. Quorum
and Organization of Meetings. At
all meetings of the Board of Directors a majority of the total number of
Directors shall constitute a quorum for the transaction of business and the act
of a majority of the Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these
By-Laws. If a quorum shall not be
present at any meeting of the Board of Directors, the Directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. The Chairman of the Board, if elected, shall
act as chairman at
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all meetings of the Board of Directors. If a Chairman of the Board is not elected or, if elected, is not
present, the President or, in the absence of the President, a Vice Chairman
(who is also a member of the Board of Directors and, if more than one (1), in
the order designated by the Board of Directors or, in the absence of such
designation, in the order of their election), if any, or if no such Vice
Chairman is present, a Director chosen by a majority of the Directors present,
shall act as chairman at meetings of the Board of Directors.
SECTION 3.05. Powers. In addition to the powers and authorities by
these By-Laws expressly conferred upon them, the Board of Directors shall have
and may exercise all such powers of the Company and do all such lawful acts and
things that are not by statute or by the Certificate of Incorporation or by
these By-Laws directed or required to be exercised or done by the stockholders,
subject however, to any limitations on the business or purposes of the Company
set forth in the Certificate of Incorporation.
SECTION 3.06. Reliance
Upon Books, Reports and Records.
Each director, each member of any committee designated by the Board of
Directors and each officer, in the performance of his duties, shall be fully
protected in relying in good faith upon the books of account or reports made to
the Company by any of its officials, or by an independent certified public
accountant, or by an appraiser selected with reasonable care by the Board of
Directors or by any such committee, or in relying in good faith upon other
records of the Company.
SECTION 3.07. Compensation
of Directors. Directors, as such,
may receive, pursuant to resolution of the Board of Directors, fixed fees and
other compensation for their services as directors, including, without
limitation, services as members of committees of the directors; provided,
however, that nothing herein contained shall be
construed to preclude any director from serving the Company in any other
capacity and receiving compensation therefor.
COMMITTEES
SECTION 4.01. Committees
of the Board of Directors. The
Board of Directors may from time to time establish standing committees or
special committees of the Board of Directors, each of which shall have such
powers and functions as may be delegated to it by the Board of Directors; provided,
however, that the committee may not take any action requiring the
consent of the Independent Directors (as set forth in the Certificate of
Incorporation) without the consent of such Independent Directors. The Board of Directors may abolish any
committee established by or pursuant to this Section 4.01 as it may deem
advisable. Each such committee shall
consist of two or more directors, the exact number being determined from time
to time by the Board of Directors.
Designations of the chairman and members of each such committee and, if
desired, alternates for members, shall be made by the Board of Directors.
SECTION 4.02. Rules
and Procedures. Each committee may
fix its own rules and procedures and shall meet at such times and places as may
be provided by such rules, by
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resolution of the committee, or by call of the chairman. Notice of meeting of each committee, other
than of regular meetings provided for by its rules or resolutions, shall be
given to committee members. The
presence of a majority of the members of the Executive Committee shall
constitute a quorum of any committee, and all questions shall be decided by a
majority vote of the members present at the meeting. All action taken at each committee meeting shall be recorded in
minutes of the meeting.
GENERAL COUNSEL
The Company may have a
General Counsel who shall be appointed by the Board of Directors and who shall
have general supervision of all matters of a legal nature concerning the
Company.
OFFICERS
SECTION 6.01. Officers. The officers of the Company shall be chosen
by the Board of Directors and shall be a President, a Secretary and a
Treasurer. The Board of Directors may
also elect a Chairman of the Board, one (1) or more Vice Chairmen, one (1) or
more Vice Presidents, one (1) or more Assistant Secretaries and Assistant Treasurers
and such other officers and agents as it shall deem appropriate. Any number of offices may be held by the
same person.
SECTION 6.02. Term
of Office. The officers of the
Company shall be elected at the annual meeting of the Board of Directors and
shall hold office until their successors are elected and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the
Company required by this Article shall be filled by the Board of Directors, and
any vacancy in any other office may be filled by the Board of Directors. Each such successor shall hold office for
the unexpired term, until his successor is elected and qualified or until he
sooner dies, resigns, is removed or becomes disqualified.
SECTION 6.03. The
Chairman of the Board of Directors.
The Chairman of the Board, when elected, shall be the Chief Executive
Officer of the Company and, as such, shall have general supervision, direction
and control of the business and affairs of the Company, subject to the control
of the Board of Directors, shall preside at meetings of stockholders and shall
have such other functions, authority and duties as customarily appertain to the
office of the chief executive of a business corporation or as may be prescribed
by the Board of Directors.
SECTION 6.04. The
President. During any period when
there shall be an office of Chairman of the Board, the President shall be the
Chief Operating Officer of the Company and shall have such functions, authority
and duties as may be prescribed by the Board of
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Directors or the Chairman of the Board. During any period when there shall not be an office of Chairman
of the Board, the President shall be the Chief Executive Officer of the Company
and, as such, shall have the functions, authority and duties provided for the
Chairman of the Board when there is an office of Chairman of the Board.
SECTION 6.05. The
Vice Presidents. The Vice President
shall perform such duties and have such other powers as may from time to time
be prescribed by the Board of Directors, the Chairman of the Board or the
President.
SECTION 6.06. Treasurer
and Assistant Treasurer. The
Treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Company and shall deposit all moneys and other valuable
effects in the name and to the credit of the Company in such depositories as
may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Company as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the Chairman of the Board, the President and the Board of
Directors, at its regular meetings or when the Board of Directors so requires,
an account of all transactions as Treasurer and of the financial condition of
the Company. The Treasurer shall
perform such other duties as may from time to time be prescribed by the Board
of Directors, the Chairman of the Board or the President.
The Assistant Treasurer,
or if there shall be more than one (1), the Assistant Treasurers in the order
determined by the Board of Directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the Treasurer or
in the event of the Treasurer’s inability or refusal to act, perform the duties
and exercise the powers of the Treasurer and shall perform such other duties
and have such other powers as may from time to time be prescribed by the Board
of Directors, the Chairman of the Board, the President or the Treasurer.
SECTION 6.07. Secretary
and Assistant Secretary. The
Secretary shall keep a record of all proceedings of the stockholders of the
Company and of the Board of Directors, and shall perform like duties for the
standing committees when required. The
Secretary shall give, or cause to be given, notice, if any, of all meetings of
the stockholders and shall perform such other duties as may be prescribed by
the Board of Directors, the Chairman of the Board or the President. The Secretary shall have custody of the
corporate seal of the Company and the Secretary, or in the absence of the
Secretary any Assistant Secretary, shall have authority to affix the same to
any instrument requiring it, and when so affixed it may be attested by the
signature of the Secretary or an Assistant Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Company and to attest such affixing of the
seal.
The Assistant Secretary,
or if there be more than one (1), the Assistant Secretaries in the order
determined by the Board of Directors (or if there be no such determination,
then in the order of their election), shall, in the absence of the Secretary or
in the event of the Secretary’s inability or refusal to act, perform the duties
and exercise the powers of the Secretary and shall
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perform such other duties as may from time to time be prescribed by the
Board of Directors, the Chairman of the Board, the President or the Secretary.
SECTION 6.08. Salaries. Salaries of officers, agents or employees
shall be fixed from time to time by the Board of Directors or by such committee
or committees, or person or persons, if any, to whom such power shall have been
delegated by the Board of Directors.
Any employment contract, whether with an officer, agent or employee if
expressly approved or specifically authorized by the Board of Directors, may
fix a term of employment thereunder, and such contract, if so approved or
authorized, shall be valid and binding upon the Company in accordance with the
terms thereof, provided that this provision shall not limit or restrict in
any way the right of the Company at any time to remove from office, discharge
or terminate the employment of any such officer, agent or employee prior to the
expiration of the term of employment under any such contract, except that the
Company shall not thereby be relieved of any continuing liability for salary or
other compensation provided for in such contract.
RESIGNATIONS, REMOVALS AND
VACANCIES
SECTION 7.01. Resignations. Any director, officer or agent of the
Company, or any member of any committee may resign at any time by giving
written notice to the Board of Directors, to the Chairman of the Board of
Directors or to the Secretary of the Company.
Any such resignation shall take effect at the time specified therein, or
if the time be not specified therein, then upon receipt thereof. The acceptance of such resignation shall not
be necessary to make it effective.
SECTION 7.02. Removals. At any meeting thereof called for the
purpose, the holders of two-thirds of the common stock may remove from office
or terminate the employment of any director, officer or agent with or without
cause; and the Board of Directors, by vote of not less than a majority of the
entire Board of Directors at any meeting thereof called for the purpose, may,
at any time, remove from office or terminate the employment of any officer,
agent or member of any committee.
SECTION 7.03. Vacancies. Subject to Section 3.01, any vacancy
in the office of any director, officer or agent through death, resignation,
removal, disqualification, increase in the number of directors or other cause
may be filled by the Board of Directors (in the case of vacancies in the Board,
by the affirmative vote of a majority of the directors then in office, even
though less than a quorum remains) or by the stockholders, and the person so
elected shall hold office until his successor shall have been elected and shall
have qualified.
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CAPITAL STOCK
SECTION 8.01. Certificates
for Shares. The shares of the
Company shall be represented by certificates; provided, however, that the
Board of Directors may provide by resolution or resolutions that some or all of
any or all classes or series of the Company’s stock shall be uncertificated
shares. Certificates of stock in the Company, if any, shall be signed by or in
the name of the Company by the Chairman of the Board or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary of the Company.
Where a certificate is countersigned by a transfer agent, other than the
Company or an employee of the Company, or by a registrar, the signatures of the
Chairman of the Board, the President or a Vice President and the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary may be
facsimiles. 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, the certificate may be issued
by the Company with the same effect as if such officer, transfer agent or
registrar were such officer, transfer agent or registrar at the date of its
issue.
SECTION 8.02. Transfer. Upon surrender to the Company or the
transfer agent of the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Company to issue a new certificate of
stock or uncertificated shares in place of any certificate therefor issued by
the Company to the person entitled thereto, cancel the old certificate and
record the transaction on its books.
SECTION 8.03. Replacement. In case of the loss, destruction or theft of
a certificate for any stock of the Company, a new certificate of stock or
uncertificated shares in place of any certificate therefor issued by the
Company may be issued upon satisfactory proof of such loss, destruction or
theft and upon such terms as the Board of Directors may prescribe. The Board of Directors may in its discretion
require the owner of the lost, destroyed or stolen certificate, or his legal
representative, to give the Company a bond, in such sum and in such form and
with such surety of sureties as it may direct, to indemnify the Company against
any claim that may be made against it with respect to a certificate alleged to
have been lost, destroyed or stolen.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 9.01. Execution
of Contracts. Except as otherwise
provided by law or in the By-Laws, all contracts or other instruments,
authorized by the Board of Directors either generally or particularly, may be
executed and delivered in the name of and on behalf of the Company by the
Chairman of the Board of Directors, the President or any Vice President. The
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Board of Directors, however, may authorize any other officer or
officers, agent or agents, in the name of and on behalf of the Company, to
enter into any contract or to execute and deliver any instrument, and such
authority may be general or confined to particular instances unless authorized
by the Board of Directors or expressly authorized by the By-Laws, no officer,
employee or agent shall have any power or authority to bind the Company by any
contract or engagement or to pledge its credit or to render it pecuniarily
liable for any purpose or to any amount.
SECTION 9.02. Indebtedness. No borrowings shall be contracted on behalf
of the Company and no negotiable paper in evidence thereof shall be issued in
its name unless authorized by resolution of the Board of Directors. When authorized by the Board of Directors so
to do, any officer or agent of the Company thereunto authorized may effect
loans and advances at any time for the Company from any bank, trust company or
other institution, or from any firm, corporation or individual, and for such
loans and advances may make, execute and deliver promissory notes, bonds, or
other certificates or evidences of indebtedness of the Company and, when
authorized so to do, may pledge, hypothecate or transfer any securities or
other property of the Company as security for any such loans or advances. Such authority may be general or confined to
particular instances.
SECTION 9.03. Checks,
Drafts, Etc. All checks, drafts,
and other orders for the payment of moneys out of the funds of the Company
shall be signed on behalf of the Company in such manner as shall from time to
time be determined by resolution of the Board of Directors.
SECTION 9.04. Deposits. All funds of the Company not otherwise
employed shall be deposited from time to time to the credit of the Company in
such banks, trust companies or other depositories as the Board of Directors may
select or as may be selected by any officer or officers, agent or agents of the
Company to whom such power from time to time may be delegated by the Board;
and, for the purpose of such deposit, the Chairman of the Board of Directors,
the President, any Vice President, the Treasurer, the Secretary or any other
officer or agent or employee of the Company to whom such power may be delegated
by the Board or by any person designated by the Board to delegate such
authority may endorse, assign and deliver checks, drafts and other orders for
the payment of moneys which are payable to the order of the Company.
FISCAL YEAR
The fiscal year of the
Company shall be fixed by resolution of the Board of Directors.
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MISCELLANEOUS
SECTION 11.01. Waiver
of Notice. Whenever any notice is
required to be given under law or the provisions of the Certificate of
Incorporation or these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.
SECTION 11.02. Voting
Upon Stocks. The Board of Directors
(whose authorization in this connection shall be necessary in all cases) may
from time to time appoint an attorney or attorneys or agent or agents of the
Company, or may at any time or from time to time authorize the Chairman of the
Board of Directors, the President, any Vice President, the Treasurer or the
Secretary to appoint an attorney or attorneys or agent or agents of the
Company, in the name and on behalf of the Company, to cast the votes which the
Company may be entitled to cast as a stockholder or otherwise in any other
corporation or association, any of the stock or securities of which may be held
by the Company, at meetings of the holders of the stock or other securities of
such other corporation or association, or to consent in writing to any action
by any such other corporation or association, and the Board of Directors or any
aforesaid officer so authorized may instruct the person or persons so appointed
as to the manner of counting such votes or giving such consent, and the Board
of Directors or any aforesaid officer so authorized may from time to time
authorize the execution and delivery, on behalf of the Company and under its
corporate seal or otherwise, of such written proxies, consents, waivers or
other instruments as may be deemed necessary or proper in the premises.
AMENDMENTS
The Board of Directors
shall have power to make, alter, amend or repeal the By-Laws of the Company by
vote of not less than a majority of the entire Board at any meeting of the
Board and the holders of common stock shall have power to make, alter, amend or
repeal the By-Laws at any regular or special meeting, if the substance of such
amendment be contained in the notice of such meeting of the Board, or of such
meeting of stockholders, as the case may be.
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