AMENDMENT TO BY-LAWS OF THE COCA-COLA COMPANY
Published on April 22, 2008
Exhibit
3.2
Amendments to The Coca-Cola
Company’s By-Laws
Adopted April 17,
2008
The
following amendments to the By-Laws of The Coca-Cola Company were adopted by the
Board of Directors on April 17, 2008:
ARTICLE
I
SHAREHOLDERS
“Section 5. Special Meetings.
Special meetings of the shareholders for any purpose or purposes may be called
by the Board of Directors, the Chairman of the Board of Directors or the PresidentChief Executive Officer. Special meetings shall
be held at the place, date and time fixed by the Secretary.”
“Section
7. Organization. The
Chairman of the Board of Directors shall preside at all meetings of
shareholders. In the absence of, or in case of a vacancy in the office of, the
Chairman of the Board of Directors, the Chief Executive Officer,
the President, or in histhe President’s absence or in the event that the
Board of Directors has not selected a President, any Senior Executive Vice
President, Executive Vice President, Senior Vice President or Vice President in
order of seniority as specified in this sentence, and, within each
classification of office in order of seniority in time in that office, shall
preside. The Secretary of the Company shall act as secretary at all meetings of
the shareholders and in the Secretary's absence, the chairman of the meeting may
appoint a secretary.
The Board
of Directors of the Company shall be entitled to make such rules or regulations
for the conduct of meetings of shareholders as it shall deem necessary,
appropriate or convenient. Subject to such rules and regulations of the Board of
Directors, if any, the chairman of the meeting shall have the right and the
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including, without limitation,
establishing (i) 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 participation in such meetings to shareholders of record of
the Company and their duly authorized and constituted proxies, and such other
persons as the chairman of the meeting shall permit, (iv) restrictions on
entries to the meeting after the time affixed for the commencement thereof, (v)
limitations on the time allotted to the questions or comments by participants
and (vi) regulation of the opening and closing of the polls for balloting and
matters which are to be voted on by ballot. Unless and to the extent determined
by the Board of Directors or the chairman of the meeting, meetings of
shareholders shall not be required to be held in accordance with rules of
parliamentary procedure.”
ARTICLE
V
OFFICERS:
“Section
1. Officers of the
Company. The officers of the Company shall be selected by the Board of
Directors and shall be a Chairman of the Board of Directors, a Chief Executive Officer,
one or more Vice Presidents, a Secretary and a Treasurer. The Board of
Directors may elect aone or more Vice Chairman, President and a
Controller and one or more of the following: Senior Executive Vice President,
Executive Vice President, Senior Vice President, Assistant Vice President,
Assistant Secretary, Associate Treasurer, Assistant Treasurer, Associate
Controller and Assistant Controller. Two or more offices may be held by the same
person.
The
Company may have a General Counsel who shall be appointed by the Board of
Directors and shall have general supervision of all matters of a legal nature
concerning the Company, unless the Board of Directors has also appointed a
General Tax Counsel, in which event the General Tax Counsel shall have general
supervision of all tax matters of a legal nature concerning the
Company.
The
Company may have a Chief Financial Officer who shall be appointed by the Board
of Directors and shall have general supervision over the financial affairs of
the Company. The Company may also have a Chief of Internal Audits who shall be
appointed by the Board of Directors.”
“Section
4. Chairman of the
Board of Directors. The Chairman of the Board of Directors shall be the Chief Executive
Officer of the Company and, subject to the overall
direction and supervisionpreside over
meetings of the Board of Directors and committees thereof,
shall be in general charge of the affairs of the Company; and shall
consult and advise with the Board of Directors and committees thereof on the
business and the affairs of the Company. The Chairman of the Board of
Directors shall have
such other duties as may be assigned by the Board of
Directors.
Section 5. Chief Executive
Officer. The Chief Executive Officer, subject to the overall direction
and supervision of the Board of
Directors and committees thereof,
shall be in general charge of the affairs of the Company, and shall consult and advise with the Board
of Directors
and committees thereof on the business and the affairs of the
Company. The Chief Executive Officer shall have the power to
make and execute contracts and other instruments, including powers of attorney,
on behalf of the Company and to delegate such power to others.
Section
5.6. President. The Board
of Directors may select a President who shall have such powers and perform such
duties, including
those of Chief Operating Officer, as may be assigned by the Board of
Directors or by the Chairman of the Board of
DirectorsChief Executive Officer. In
the absence or disability of the President, his or her duties shall be performed
by such Vice
Presidentsthe Chief Executive Officer or
such persons as the Chairman of the
Board of Directors or the Board of
DirectorsChief Executive Officer may
designate. The President shall also have the power to make and execute contracts
on the Company's behalf and to delegate such power to others.
Section
6.7. Vice Presidents. Each
Senior Executive Vice President, Executive Vice President, Senior Vice President
and Vice President shall have such powers and perform such duties as may be
assigned to the officer by the Board of Directors or by the Chairman of the Board of
Directors or the PresidentChief Executive
Officer.
Section
7.8. Secretary. The
Secretary shall keep minutes of all meetings of the shareholders and of the
Board of Directors, and shall keep, or cause to be kept, minutes of all meetings
of committees of the Board of Directors, except where such responsibility is
otherwise fixed by the Board of Directors. The Secretary shall issue all notices
for meetings of the shareholders and Board of Directors and shall have charge of
and keep the seal of the Company and shall affix the seal attested by the
Secretary's signature to such instruments as may properly require same. The
Secretary shall cause to be kept such books and records as the Board of
Directors, the Chairman of the Board of Directors, the Chief Executive
Officer or the President may require; and shall cause to be prepared,
recorded, transferred, issued, sealed and cancelled certificates of stock as
required by the transactions of the Company and its shareholders. The Secretary
shall attend to such correspondence and such other duties as may be incident to
the office of the Secretary or assigned by the Board of Directors, the Chairman
of the Board of Directors, the Chief Executive Officer
or the President.
In the
absence of the Secretary, an Assistant Secretary is authorized to assume the
duties herein imposed upon the Secretary.
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Section
8.9. Treasurer. The
Treasurer shall perform all duties and acts incident to the position of
Treasurer, shall have custody of the Company funds and securities, and shall
deposit all money 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 authorized,
taking proper vouchers for such disbursements, and shall render to the Board of
Directors, whenever required, an account of all the transactions of the
Treasurer and of the financial condition of the Company. The Treasurer shall
vote all of the stock owned by the Company in any corporation and may delegate
this power to others. The Treasurer shall perform such other duties as may be
assigned to the Treasurer and shall report to the Chief Financial Officer or, in
the absence of the Chief Financial Officer, to the Chairman of the Board of
DirectorsChief Executive
Officer.
In the
absence of the Treasurer, an Assistant Treasurer is authorized to assume the
duties herein imposed upon the Treasurer.
Section
9.10. Controller. The Board
of Directors may select a Controller who shall keep or cause to be kept in the
books of the Company provided for that purpose a true account of all
transactions and of the assets and liabilities of the Company. The Controller
shall prepare and submit to the Chief Financial Officer or, in the absence of
the Chief Financial Officer, to the Chairman of the Board of
DirectorsChief Executive Officer,
such financial statements and schedules as may be required to keep the Chief
Financial Officer and the Chairman of the Board of
DirectorsChief Executive Officer
currently informed of the operations and financial condition of the Company, and
perform such other duties as may be assigned by the Chief Financial Officer or
the Chairman of the
Board of DirectorsChief Executive
Officer.
In the
absence of the Controller, an Assistant Controller is authorized to assume the
duties herein imposed upon the Controller.
Section
10.11. Chief of Internal
Audits. The Board of Directors may select a Chief of Internal Audits, who
shall cause to be performed, and have general supervision over, auditing
activities of the financial transactions of the Company, including the
coordination of such auditing activities with the independent accountants of the
Company and who shall perform such other duties as may be assigned to him from
time to time. The Chief of Internal Audits shall report to the Chief Financial
Officer or, in the absence of the Chief Financial Officer, to the Chairman of the Board of
DirectorsChief Executive Officer.
From time to time at the request of the Audit Committee, the Chief of Internal
Audits shall inform that committee of the auditing activities of the
Company.
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Section
11.12. Assistant Vice
Presidents. The Company may have Assistant Vice Presidents who shall be
appointed by a committee whose membership shall include one or more executive
officers of the Company (the "Committee"). Each such Assistant Vice President
shall have such powers and shall perform such duties as may be assigned from
time to time by the Committee, the Chairman of the Board of
DirectorsChief Executive Officer,
the President or any Vice President, and which are not inconsistent with the
powers and duties granted and assigned by these By-Laws or the Board of
Directors. Assistant Vice Presidents appointed by the Committee shall be subject
to removal at any time, with or without cause, by the Committee. Annually the
Committee shall report to the Board of Directors who it has appointed to serve
as Assistant Vice Presidents and their respective
responsibilities.”
ARTICLE
VIII
CAPITAL
STOCK:
“Section
1. Form and Execution
of Certificates. The certificates of shares of the capital stock of the
Company shall be in such form as shall be approved by the Board of Directors.
The certificates shall be signed by the Chairman of the Board of Directors or the Chief Executive
Officer or the President, or a Vice President, and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer. Each certificate
of stock shall certify the number of shares owned by the shareholder in the
Company.
A
facsimile of the seal of the Company may be used in connection with the
certificates of stock of the Company, and facsimile signatures of the officers
named in this Section may be used in connection with said certificates. In the
event any officer whose facsimile signature has been placed upon a certificate
shall cease to be such officer before the certificate is issued, the certificate
may be issued with the same effect as if such person was an officer at the date
of issue.”
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