General Mills (GIS)

(a)        keep the minutes of the meetings of the stockholders, of the board of directors and of the executive committee in books provided for the purpose;

(b)        see that all notices are duly given in accordance with the provisions of these by-laws or as required by law;

(c)        be custodian of the records and have charge of the seal of the corporation and see that it is affixed to all stock certificates prior to their issuance and to all documents the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws;

(d)        have charge of the stock books of the corporation and keep or cause to be kept the stock and transfer books in such manner as to show at any time the amount of the stock of the corporation issued and outstanding, the manner in which and the time when such stock was paid for, the names, alphabetically arranged, and the addresses of the holders of record thereof, the number of shares held by each, and the time when each became such holder of record; exhibit or cause to be exhibited at all reasonable times to any director, upon application, the original or duplicate stock ledger;

(e)        see that the books, reports, statements, certificates and all other documents and records required by law are properly kept, executed and filed; and

(e)        see that the books, reports, statements, certificates and all other documents and records required by law are properly kept, executed and filed; and

(f)         in general, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned by the board of directors.

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