MGPI » Topics » Section 6.3. The Secretary . - The Secretary shall keep the minutes of the stockholders, the Board of Directors, and the Executive Committees meetings in books provided for that purpose.

This excerpt taken from the MGPI 8-K filed Oct 27, 2009.

Section 6.3.  The Secretary.  -  The Secretary shall keep the minutes of the stockholders, the Board of Directors, and the Executive Committee’s meetings in books provided for that purpose.

 

The Secretary shall be custodian of the corporate records and of the seal of the Corporation.  The Secretary shall see that the seal of the Corporation is affixed to all certificated shares prior to the issue thereof 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 bylaws.

 

The Secretary shall sign with the President, the Chairman of the Board or a Vice President, certificated shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors.  Except to the extent delegated by the Board to an institutional stock transfer agent and registrar, the Secretary shall have general charge of the stock transfer books of the Corporation and shall keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder.

 

The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law and that the voting list is prepared for stockholders’ meetings.

 

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In general, the Secretary shall perform all duties incident to the office and such other duties as may from time to time be assigned to the Secretary by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006; June 14, 2007]

 

Section 6.4.  Assistant Secretary.  -  At the request of the Secretary, or in the event of the Secretary’s absence or disability, any Assistant Secretary appointed by the Board of Directors shall perform any of the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary.  Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and to affix the seal of the Corporation to such instruments, and attest the same. [As amended effective March 16, 2006.]

 

Section 6.5.  The Treasurer.  -  The Treasurer shall have responsibility for the funds and securities of the Corporation, shall receive and give receipts for moneys due and payable of the Corporation from any source whatsoever, and shall deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board of Directors.

 

The Treasurer shall disburse or permit to be disbursed the funds of the Corporation as may be ordered or authorized generally by the Board.

 

The Treasurer shall render to the President and the directors whenever they may require it an account of all such officer’s transactions as Treasurer and of those under such officer’s jurisdiction and of the financial condition of the Corporation. [As amended effective October 22, 2009.]

 

In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006.]

 

Section 6.6.  Assistant Officers.  -  Each assistant officer that may be selected pursuant to these bylaws shall hold office at the pleasure of the Board of Directors.  In the absence or nonavailability of the principal, the assistant may perform the duties and exercise the powers of the principal with the same force and effect as if performed by the principal.  The assistant shall also have such lesser or greater authority and perform such other duties as the Board of Directors may prescribe.

 

These excerpts taken from the MGPI 10-K filed Sep 12, 2008.

Section 6.4.  The Secretary.  -  The Secretary shall keep the minutes of the stockholders, the Board of Directors, and the Executive Committee’s meetings in books provided for that purpose.

 

The Secretary shall be custodian of the corporate records and of the seal of the Corporation.  The Secretary shall see that the seal of the Corporation is affixed to certificated shares prior to the issue thereof 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 bylaws.

 

The Secretary shall sign with the President, the Chairman of the Board or a Vice President, certificated shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors.  Except to the extent delegated by the Board to an institutional stock transfer agent and registrar, the Secretary shall have general charge of the stock transfer books of the Corporation and shall keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder.

 

The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law and that the voting list is prepared for stockholders’ meetings.

 

9



 

In general, the Secretary shall perform all duties incident to the office and such other duties as may from time to time be assigned to the Secretary by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006; June      2007.]

 

Section 6.5.  Assistant Secretary.  -  At the request of the Secretary, or in the event of the Secretary’s absence or disability, any Assistant Secretary appointed by the Board of Directors shall perform any of the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary.  Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and to affix the seal of the Corporation to such instruments, and attest the same. [As amended effective March 16, 2006.]

 

Section 6.6.  The Treasurer.  -  The Treasurer shall have responsibility for the funds and securities of the Corporation, shall receive and give receipts for moneys due and payable of the Corporation from any source whatsoever, and shall deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board of Directors.

 

The Treasurer shall disburse or permit to be disbursed the funds of the Corporation as may be ordered or authorized generally by the Board.

 

The Treasurer shall render to the President, the Chairman of the Board and the directors whenever they may require it an account of all such officer’s transactions as Treasurer and of those under such officer’s jurisdiction and of the financial condition of the Corporation.

 

In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006.]

 

Section 6.7.  Assistant Officers.  -  Each assistant officer that may be selected pursuant to these bylaws shall hold office at the pleasure of the Board of Directors.  In the absence or nonavailability of the principal, the assistant may perform the duties and exercise the powers of the principal with the same force and effect as if performed by the principal.  The assistant shall also have such lesser or greater authority and perform such other duties as the Board of Directors may prescribe.

 

ARTICLE VII

 

Section 6.4.  The Secretary.  -  The
Secretary shall keep the minutes of the stockholders, the Board of Directors,
and the Executive Committee’s meetings in books provided for that purpose.



 



The Secretary shall be
custodian of the corporate records and of the seal of the Corporation.  The Secretary shall see that the seal of the
Corporation is affixed to certificated shares prior to the issue thereof 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 bylaws.



 



The Secretary shall sign with
the President, the Chairman of the Board or a Vice President, certificated
shares of the Corporation, the issue of which shall have been authorized by
resolution of the Board of Directors. 
Except to the extent delegated by the Board to an institutional stock
transfer agent and registrar, the Secretary shall have general charge of the
stock transfer books of the Corporation and shall keep a register of the post
office address of each stockholder which shall be furnished to the Secretary by
such stockholder.



 



The Secretary shall see that
all notices are duly given in accordance with the provisions of these bylaws or
as required by law and that the voting list is prepared for stockholders’
meetings.



 



9
















 



In general, the Secretary shall
perform all duties incident to the office and such other duties as may from
time to time be assigned to the Secretary by the chief executive officer or by
the Board of Directors. [As amended effective March 16, 2006; June     
2007.]



 



Section 6.5.  Assistant Secretary.  -  At
the request of the Secretary, or in the event of the Secretary’s absence or
disability, any Assistant Secretary appointed by the Board of Directors shall
perform any of the duties of the Secretary and, when so acting, shall have all
the powers of, and be subject to all the restrictions upon, the Secretary.  Except where by law the signature of the
Secretary is required, each of the Assistant Secretaries shall possess the same
power as the Secretary to sign certificates, contracts, obligations and other
instruments of the Corporation, and to affix the seal of the Corporation to
such instruments, and attest the same. [As amended effective March 16,
2006.]



 



Section 6.6.  The Treasurer.  -  The
Treasurer shall have responsibility for the funds and securities of the
Corporation, shall receive and give receipts for moneys due and payable of the
Corporation from any source whatsoever, and shall deposit all such moneys in
the name of the Corporation in such banks, trust companies or other
depositaries as shall be selected by the Board of Directors or by any officer
of the Corporation to whom such authority has been granted by the Board of
Directors.



 



The Treasurer shall disburse or
permit to be disbursed the funds of the Corporation as may be ordered or
authorized generally by the Board.



 



The Treasurer shall render to
the President, the Chairman of the Board and the directors whenever they may
require it an account of all such officer’s transactions as Treasurer and of
those under such officer’s jurisdiction and of the financial condition of the
Corporation.



 



In general, the Treasurer shall
perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to the Treasurer by the chief
executive officer or by the Board of Directors. [As amended effective March 16,
2006.]



 



Section 6.7.  Assistant Officers.  -  Each
assistant officer that may be selected pursuant to these bylaws shall hold
office at the pleasure of the Board of Directors.  In the absence or nonavailability of the principal,
the assistant may perform the duties and exercise the powers of the principal
with the same force and effect as if performed by the principal.  The assistant shall also have such lesser or
greater authority and perform such other duties as the Board of Directors may prescribe.



 



ARTICLE VII



 



This excerpt taken from the MGPI 8-K filed Jun 19, 2007.

Section 6.4.  The Secretary.  —  The Secretary shall keep the minutes of the stockholders, the Board of Directors, and the Executive Committee’s meetings in books provided for that purpose.

The Secretary shall be custodian of the corporate records and of the seal of the Corporation.  The Secretary shall see that the seal of the Corporation is affixed to certificated shares prior to the issue thereof 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 bylaws.

The Secretary shall sign with the President, the Chairman of the Board or a Vice President, certificated shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors.  Except to the extent delegated by the Board to an institutional stock transfer agent and registrar, the Secretary shall have general charge of the stock transfer books of the Corporation and shall keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder.

The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law and that the voting list is prepared for stockholders’ meetings.

 

9




In general, the Secretary shall perform all duties incident to the office and such other duties as may from time to time be assigned to the Secretary by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006; June __ 2007.]

Section 6.5. Assistant Secretary. — At the request of the Secretary, or in the event of the Secretary’s absence or disability, any Assistant Secretary appointed by the Board of Directors shall perform any of the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and to affix the seal of the Corporation to such instruments, and attest the same. [As amended effective March 16, 2006.]

Section 6.6. The Treasurer. — The Treasurer shall have responsibility for the funds and securities of the Corporation, shall receive and give receipts for moneys due and payable of the Corporation from any source whatsoever, and shall deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board of Directors.

The Treasurer shall disburse or permit to be disbursed the funds of the Corporation as may be ordered or authorized generally by the Board.

The Treasurer shall render to the President, the Chairman of the Board and the directors whenever they may require it an account of all such officer’s transactions as Treasurer and of those under such officer’s jurisdiction and of the financial condition of the Corporation.

In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006.]

Section 6.7. Assistant Officers. — Each assistant officer that may be selected pursuant to these bylaws shall hold office at the pleasure of the Board of Directors. In the absence or nonavailability of the principal, the assistant may perform the duties and exercise the powers of the principal with the same force and effect as if performed by the principal. The assistant shall also have such lesser or greater authority and perform such other duties as the Board of Directors may prescribe.

This excerpt taken from the MGPI 10-K filed Sep 7, 2006.

Section 6.4.  The Secretary.  -  The Secretary shall keep the minutes of the stockholders, the Board of Directors, and the Executive Committee’s meetings in books provided for that purpose.

The Secretary shall be custodian of the corporate records and of the seal of the Corporation.  The Secretary shall see that the seal of the Corporation is affixed to all certificates for shares prior to the issue thereof 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 bylaws.

The Secretary shall sign with the President, the Chairman of the Board or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors.  Except to the extent delegated by the Board to an institutional stock transfer agent and registrar, the Secretary shall have general charge of the stock transfer books of the Corporation and shall keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder.

The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law and that the voting list is prepared for stockholders’ meetings.

9

 




In general, the Secretary shall perform all duties incident to the office and such other duties as may from time to time be assigned to the Secretary by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006.]

Section 6.5.  Assistant Secretary.  -  At the request of the Secretary, or in the event of the  Secretary’s  absence or disability, any Assistant Secretary appointed by the Board of Directors shall perform any of the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary.  Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and to affix the seal of the Corporation to such instruments, and attest the same. [As amended effective March 16, 2006.]

Section 6.6.  The Treasurer.  -  The Treasurer shall have responsibility for the funds and securities of the Corporation, shall receive and give receipts for moneys due and payable of the Corporation from any source whatsoever, and shall deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board of Directors.

The Treasurer shall disburse or permit to be disbursed the funds of the Corporation as may be ordered or authorized generally by the Board.

The Treasurer shall render to the President, the Chairman of the Board and the directors whenever they may require it an account of all such officer’s transactions as Treasurer and of those under such officer’s jurisdiction and of the financial condition of the Corporation.

In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006.]

Section 6.7.  Assistant Officers.  -  Each assistant officer that may be selected pursuant to these bylaws shall hold office at the pleasure of the Board of Directors.  In the absence or nonavailability of the principal, the assistant may perform the duties and exercise the powers of the principal with the same force and effect as if performed by the principal.  The assistant shall also have such lesser or greater authority and perform such other duties as the Board of Directors may prescribe.

This excerpt taken from the MGPI 8-K filed Mar 16, 2006.

Section 6.4. The Secretary.  -  The Secretary shall keep the minutes of the stockholders, the Board of Directors, and the Executive Committee’s meetings in books provided for that purpose.

 

The Secretary shall be custodian of the corporate records and of the seal of the Corporation. The Secretary shall see that the seal of the Corporation is affixed to all certificates for shares prior to the issue thereof 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 bylaws.

 

The Secretary shall sign with the President, the Chairman of the Board or a Vice President, certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors. Except to the extent delegated by the Board to an institutional stock transfer agent and registrar, the Secretary shall have general charge of the stock transfer books of the Corporation and shall keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder.

 

The Secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law and that the voting list is prepared for stockholders’ meetings.

 

9



 

In general, the Secretary shall perform all duties incident to the office and such other duties as may from time to time be assigned to the Secretary by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006.]

 

Section 6.5. Assistant Secretary.  -  At the request of the Secretary, or in the event of the Secretary’s absence or disability, any Assistant Secretary appointed by the Board of Directors shall perform any of the duties of the Secretary and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. Except where by law the signature of the Secretary is required, each of the Assistant Secretaries shall possess the same power as the Secretary to sign certificates, contracts, obligations and other instruments of the Corporation, and to affix the seal of the Corporation to such instruments, and attest the same. [As amended effective March 16, 2006.]

 

Section 6.6. The Treasurer.  -  The Treasurer shall have responsibility for the funds and securities of the Corporation, shall receive and give receipts for moneys due and payable of the Corporation from any source whatsoever, and shall deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected by the Board of Directors or by any officer of the Corporation to whom such authority has been granted by the Board of Directors.

 

The Treasurer shall disburse or permit to be disbursed the funds of the Corporation as may be ordered or authorized generally by the Board.

 

The Treasurer shall render to the President, the Chairman of the Board and the directors whenever they may require it an account of all such officer’s transactions as Treasurer and of those under such officer’s jurisdiction and of the financial condition of the Corporation.

 

In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the chief executive officer or by the Board of Directors. [As amended effective March 16, 2006.]

 

Section 6.7. Assistant Officers.  -  Each assistant officer that may be selected pursuant to these bylaws shall hold office at the pleasure of the Board of Directors. In the absence or nonavailability of the principal, the assistant may perform the duties and exercise the powers of the principal with the same force and effect as if performed by the principal. The assistant shall also have such lesser or greater authority and perform such other duties as the Board of Directors may prescribe.

 

ARTICLE VII

Signature Authority and Representation

 

Section 7.1. Contracts, Checks, etc.  -  All contracts and agreements authorized by the Board of Directors, and all checks, drafts, bills of exchange or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, or agent or agents, as may from time to time be authorized by these bylaws, designated by the Board of Directors, or as may be designated by such officer or

 

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