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Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
CAL-MAINE FOODS, INC.
(As amended and restated through July 23, 2024)
ARTICLE I
OFFICES
Section 1.
The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2.
The corporation may also have offices at such other places both, within and without
 
the State of
Delaware, as the board of directors may from time to time determine or the business of
 
the corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1.
 
All meetings of the stockholders shall be held
 
at such place, if any, either within or without the State
of Delaware, or by means of remote communication, as shall be designated from
 
time to time by the board of directors and
stated in the notice of the meeting.
Section 2.
 
Annual meetings of stockholders shall be held
 
at such date and time as
 
shall be designated from time
to time by
 
the board of
 
directors and stated
 
in the notice
 
of the meeting,
 
at which they
 
shall elect by
 
a plurality vote
 
a board of
directors, and transact such other business as may properly be brought before
 
the meeting.
Section 3.
 
Written notice of the annual meeting, stating the place (if any), date and hour of the meeting, and
means of remote communication, if any, shall be given to each stockholder entitled
 
to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting.
Section 4.
The corporation shall prepare and make, at least ten days before every meeting
 
of the stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
 
alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
 
Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
 
business hours, for a period of ten days ending on the
day before the meeting date, at the principal place of business of the corporation.
Section 5.
 
Special
 
meetings
 
of
 
the
 
stockholders,
 
for
 
any purpose
 
or
 
purposes,
 
unless
 
otherwise
 
prescribed
 
by
statute or by the certificate of incorporation, may be called by the chairman of the board, chief executive officer or president and
shall
 
be
 
called
 
by
 
the
 
chief
 
executive
 
officer
 
or
 
president
 
or
 
secretary
 
at
 
the request
 
in writing
 
of
 
a
 
majority
 
of
 
the
 
board
 
of
directors,
 
or
 
at
 
the
 
request
 
in
 
writing
 
of
 
stockholders
 
owning
 
a
 
majority
 
in
 
voting
 
interest
 
of
 
the
 
entire
 
capital
 
stock
 
of
 
the
corporation issued and outstanding and entitled to vote. Such
 
request shall state the purpose or purposes of the
 
proposed meeting.
Section 6
.
 
Written notice of a special meeting, stating the place (if any), date and hour of the
 
meeting, and
means of remote communication, if any, and the purpose or purposes for which
 
the meeting is called, shall be given not less
than ten nor more than sixty days before the date of the meeting, to each stockholder
 
entitled to vote at such meeting.
Section 7
.
 
Business transacted at any special meeting of stockholders shall be limited to
 
the purposes stated in
the notice.
Section 8
.
 
The holders of a majority in voting interest of the capital stock issued and outstanding
 
and entitled to
vote thereat, present in person or represented in proxy, shall constitute
 
a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
 
certificate of incorporation. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the stockholders
 
entitled to vote thereat, 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
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adjournment is for more than thirty 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 9
.
 
When a quorum is present at any meeting, the vote of the holders of a majority
 
in voting interest of
the capital 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 the statutes 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 10
.
 
Unless otherwise provided in the certificate of incorporation, each stockholder
 
holding Common
Stock shall, at every meeting of the stockholders, be entitled to one vote
 
in person or by proxy for each share of the Common
Stock held by such stockholder, but no proxy shall be voted on after
 
three years from its date, unless the proxy provides for a
longer period. Unless otherwise provided in the certificate of incorporation,
 
each stockholder holding Class A Common Stock
shall at every meeting of the stockholders be entitled to ten votes in person or
 
by proxy for each share of the Class A Common
Stock held by such stockholder, but no proxy shall be voted on after
 
three years from its date, unless the proxy provides for a
longer period. At all elections of directors of the corporation, each stockholder having voting power shall be entitled
 
to exercise
such right of cumulative voting as provided in the certificate of incorporation.
Section 11
.
 
Unless otherwise provided in the certificate of incorporation, any action required
 
to be taken at an
annual or special meeting of stockholders of the corporation, or any action
 
which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
 
without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of outstanding capital
 
stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
 
at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of corporate action without
 
a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1
.
 
The number of directors which shall constitute the whole board shall not be less than
 
three nor more
than twelve. Within the limits above specified, the number of directors shall be determined
 
by resolution of the board of
directors or by the stockholders
 
at the annual meeting.
 
The directors shall be elected at the annual meeting of the stockholders
except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and
qualified. Directors do not need to be stockholders.
Section 2
.
 
Vacancies and newly created directorships resulting from any increase
 
in the authorized number of
directors may be filled by a majority of the directors then in office, though
 
less than a quorum, or by a sole remaining director;
and the directors so chosen shall hold office until the next annual election
 
and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then
 
an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or newly created directorship,
 
the directors then in office shall
constitute less than a majority of the whole board (as constituted immediately prior
 
to such increase), the Court of Chancery
may, upon application of any stockholder or stockholders holding at least ten percent
 
of the total number of votes represented
by the shares at the time outstanding having the right to vote for such directors,
 
summarily order an election to be held to fill
any such vacancies or newly created directorships, or to replace the directors
 
chosen by the directors then in office.
Section 3
.
 
The business of the corporation shall be managed by or under the direction of its board of
 
directors
which may exercise all such powers of the corporation and do all such lawful
 
acts and things as are not by statute or by the
certificate of incorporation or by these bylaws directed or required to be exercised
 
or done by the stockholders.
 
MEETINGS OF THE BOARD OF DIRECTORS
Section 4
.
 
The board of directors of the corporation may hold meetings, both regular
 
and special, either within
or without the State of Delaware.
Section 5
.
 
The first meeting of each newly elected board of directors shall be held
 
immediately following and
at the same place as the annual meeting of the stockholders and no notice of such meeting
 
shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
 
shall be present. If the annual meeting of the
stockholders is held entirely by means of remote communication, the
 
secretary shall provide three days notice to each director
of the method by which to participate in such board meeting remotely. In the event
 
such meeting is not held at the time and
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place aforesaid, the meeting may be held at such time and place as shall be specified in
 
a notice given as hereinafter provided
for special meetings of the board of directors, or as shall be specified in a written
 
waiver by all of the directors.
Section 6
.
 
Regular meetings of the board of directors may be held without notice at
 
such time and at such place
as shall from time to time be determined by the board.
Section 7
.
 
Special meetings of the board may be called by the chairman of the board, chief
 
executive officer,
president or secretary on three days notice to each director, either personally, by mail,
 
telegram, e-mail, or by facsimile
transmission; special meetings shall be called by the chairman, chief executive
 
officer, president, or secretary in like manner on
written request of two directors.
Section 8
.
 
At all meetings of the board, a majority of the 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 statute or by the certificate of incorporation. 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.
Section 9
.
 
Unless otherwise restricted by the certificate of incorporation or these
 
bylaws, any action required or
permitted to be taken at any meetings of the board of directors or of any committee
 
thereof may be taken without a meeting, if
all members of the board or committee, as the case may be, consent thereto
 
in writing or by electronic transmission, and a
consent may be documented, signed and delivered in any manner
 
permitted by law. After action is taken, the consent or
consents relating thereto shall be
 
filed with the minutes of the proceedings of the board or committee in accordance
 
with
applicable law.
Section 10
.
 
The chairman of the board of directors shall preside at all meetings of the board
 
of directors. In the
absence of the chairman, in order the vice chairman, the chief executive officer
 
and then the president shall preside.
Section 11
.
 
The board of directors may elect a chairman and a vice chairman from among
 
its members, which
positions shall constitute offices of the corporation.
COMMITTEES OF DIRECTORS
Section 12
.
 
The board of directors may, by resolution passed by a majority of the whole board, designate
 
one or
more committees, each committee to consist of one or more of the directors
 
of the corporation. The board may designate one or
more directors as alternate members of any committee, who may replace
 
any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of
 
a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they
 
constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such absent
 
or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
 
shall have and may exercise all the powers and
authority of the board of directors in the management of the business and
 
affairs of the corporation, and may authorize the seal
of the corporation to be affixed to all papers which may require it; but no such
 
committee shall have the power or authority in
reference to amending the certificate of incorporation, adopting any agreement
 
of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the corporation's
 
property and assets, recommending to
the stockholders a dissolution of the corporation or a revocation of a dissolution,
 
or amending the bylaws of the corporation;
and, unless the resolution or the certificate of incorporation expressly so provide,
 
no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such committee
 
or committees shall have such name or
names as may be determined from time to time by resolution adopted by
 
the board of directors.
Section 13
.
 
Each committee shall keep regular minutes of its meetings and report the
 
same to the board of
directors when required.
COMPENSATION OF DIRECTORS
Section 14
.
 
Unless otherwise restricted by the certificate of incorporation, the board of
 
directors shall have the
authority to fix the compensation of directors.
 
The directors may be paid their expenses, if any, of attendance at each meeting
of the board of directors and may be paid a fixed sum for attendance at each meeting
 
of the board of directors or a committee
thereof or a stated salary as director. No such payment shall preclude
 
any director from serving the corporation in any other
capacity and receiving compensation therefor.
 
Members of special or standing committees may be allowed compensation for
attending committee meetings.
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DIRECTORS EMERITUS AND CHAIRMAN EMERITUS
Section 15
.
 
The board of directors may, from time to time in its discretion, by majority vote,
 
designate one or
more of its former directors a Director Emeritus or, in the case of a former Chairman
 
of the Board, one Chairman Emeritus.
 
Each such designation shall be for a one-year term or until such Director
 
Emeritus’ or Chairman Emeritus’
 
earlier death,
resignation, retirement or removal (for any reason or no reason by a majority of
 
the board of directors).
 
Each Director Emeritus
and Chairman Emeritus may be re-appointed for one or more additional one-year
 
terms. Directors Emeritus and the Chairman
Emeritus shall provide such advisory services to the board and its committees as requested
 
from time to time by the board.
Directors Emeritus and the Chairman Emeritus may attend board meetings
 
as and when invited by the board and attend
meetings of any committee of the board as and when invited by the committee, but
 
they shall not be entitled to notice of any
such meetings or to vote or be counted for quorum purposes at any such
 
meetings. If present, Directors Emeritus and the
Chairman Emeritus may participate in the discussions occurring at such meetings. Any person holding the position
 
of Director
Emeritus or Chairman Emeritus shall not be considered a director or officer
 
for any purpose, including the corporation’s
Certificate of Incorporation and bylaws, applicable federal securities laws and
 
the General Corporation Law of the State of
Delaware, as it may be amended (the “DGCL”), and a Director Emeritus or Chairman
 
Emeritus shall have no power or
authority to manage the affairs of the corporation. Directors Emeritus and the
 
Chairman Emeritus shall not have any of the
responsibilities or liabilities of a director or officer of the corporation under
 
the DGCL, nor any of a director’s or officer’s
rights, powers or privileges in their capacities as Directors Emeritus or Chairman
 
Emeritus. Reference in these bylaws to
“directors” or “officers” shall not mean or include Directors Emeritus or
 
the Chairman Emeritus. Directors Emeritus and the
Chairman Emeritus will be entitled to receive fees for such service in such form and
 
amount as approved by the board of
directors, and shall be reimbursed for reasonable travel and other out-of-pocket
 
business expenses incurred in connection with
attendance at meetings of the board and its committees. Directors Emeritus
 
and the Chairman Emeritus shall remain subject to
the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, and shall remain subject to
 
all of
the corporation’s policies applicable to directors. A Director Emeritus and the Chairman Emeritus shall be entitled to benefits
and protections in accordance Article VII of these bylaws (“Indemnification of Officers, Directors, Employees and Agents;
Insurance”).
ARTICLE IV
NOTICES
Section 1
.
 
Whenever, under the provisions of the statutes or of the certificate of incorporation
 
or of these
bylaws, notice is required to be given to any director or stockholder, it shall not be
 
construed to mean personal notice but such
notice may be given in writing, by mail, addressed to such director or stockholder,
 
at his address as it appears on the records of
the corporation, with postage thereon prepaid, and such notice shall be deemed
 
to be given at the time when the same shall be
deposited in the United States Mail.
 
Notice to directors may also be given by telegram, e-mail, or by facsimile transmission.
Without limiting the manner by which notices otherwise may be given effectively
 
to stockholders or directors, any notice may
be given by electronic transmission in accordance with applicable law.
Section 2
.
 
Whenever any notice is required to be given under the provisions of the statutes or
 
of the certificate
of incorporation or of these bylaws, a waiver of notice thereof, in writing signed
 
by, or by electronic transmission by, the person
or persons entitled to said notice, whether before or after the time stated therein,
 
shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1
.
 
The officers of the corporation shall be chosen by the board of directors and shall
 
be a chairman of
the board of directors, a chief executive officer, a vice chairman of the board of
 
directors, a president, a vice-president, a
secretary and a treasurer. The board of directors may also choose additional vice-presidents
 
and one or more assistant
secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of
incorporation or these bylaws otherwise provide.
Section 2
.
 
The board of directors at its first meeting after each annual meeting of stockholders
 
shall choose a
chairman of the board of directors, a chief executive officer, a vice chairman
 
of the board of directors, a president, one or more
vice-presidents, a secretary and a treasurer and any other officers provided
 
by these bylaws.
Section 3
.
 
The board of directors may appoint such officers and agents as it shall deem necessary
 
who shall
hold their offices for such terms and shall exercise such powers and perform
 
such duties as shall be determined from time to
time by the board.
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Section 4
.
 
The salaries of all officers of the corporation shall be fixed by the board of
 
directors or its designee.
Section 5
.
 
The officers of the corporation shall hold office until their successors are chosen
 
and qualify. Any
officer elected or appointed by the board of directors may be removed at any
 
time by the affirmative vote of a majority of the
board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.
CHAIRMAN OF THE BOARD OF DIRECTORS
Section 6
.
 
The Chairman of the Board of Directors shall be an officer of the corporation and shall
 
have such
duties and responsibilities as may be from time to time assigned to him by the board
 
of directors of the corporation. The
Chairman of the Board of Directors, or such other person designated by him
 
or the board, shall act as the presiding officer at
meetings of stockholders.
CHIEF EXECUTIVE OFFICER
Section 7
.
 
The Chief Executive Officer shall have general, managerial responsibilities for
 
the affairs of the
corporation, subject to orders and directions of the Board of Directors.
 
He may execute bonds, mortgages and other contracts
requiring a seal under the seal of the corporation, except where required or permitted
 
by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
 
delegated by the board of directors to some
other officer or agent of the corporation.
CHIEF OPERATING OFFICER
Section 8
.
 
The Chief Operating Officer shall have general responsibility for the day-to-day
 
operational
activities of the corporation subject to the orders and directions of the
 
President of the corporation. The Chief Operating Officer
shall have the authority to execute all documents on behalf of the corporation
 
as may be required to discharge the duties of such
officer.
 
VICE CHAIRMAN OF BOARD OF DIRECTORS
Section 9
.
 
The Vice chairman of the board of directors shall be an officer of the corporation and shall have
 
such
duties and responsibilities as may be from time to time assigned to him by the board
 
of directors of the corporation or by the
chairman of such board.
THE PRESIDENT
Section 10
.
 
Subject to the direction of the Board of Directors and of the chief executive officer
 
the president
shall have general and active management of the business of the corporation and shall
 
see that all orders and resolutions of the
Board of Directors are carried into effect. He may execute bonds, mortgages and other
 
contracts requiring a seal under the seal
of the corporation, except where required or permitted by law to be otherwise signed
 
and executed and except where the signing
and execution thereof shall be expressly delegated by the board
 
of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 11
.
 
In the absence of the chief executive officer or the president or in the event of their
 
inability or
refusal to act, the vice-president (or in the event there be more than one vice-president,
 
the vice-presidents in the order
designated, or in the absence of any designation, then in the order of their election)
 
shall perform the duties of the chief
executive officer or of the president and when so acting, shall have all the
 
powers of and be subject to all the restrictions upon
the chief executive officer or the president. The vice-presidents shall perform
 
such other duties and have such other powers as
the board of directors may from time to time prescribe.
THE SECRETARY AND
 
ASSISTANT SECRETARIES
Section 12
.
 
The secretary shall attend all meetings of the board of directors and all meetings
 
of the stockholders
and record all proceedings of the meetings of the corporation and of the board of directors
 
in a book to be kept for that purpose
and shall perform like duties for the standing committees when required.
 
He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors
 
and shall perform such other duties as may be
prescribed by the board of directors or chief executive officer, under whose supervision
 
he shall be. He shall have custody of
the corporate seal of the corporation and he, or an assistant secretary, shall have
 
authority to affix the same to any instrument
requiring it, and when so affixed it may be attested by his signature or by the
 
signature of such assistant secretary. The board of
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directors may give general authority to any other office to affix the seal of
 
the corporation and to attest the affixing by his
signature.
Section 13
.
 
The assistant secretary, or if there be more than one, 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 his inability or refusal to act, perform the duties and
 
exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of
 
directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 14
.
 
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
 
corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the corporation in such depositories
 
as may be designated by the board of
directors.
Section 15
.
 
He shall disburse the funds of the corporation as may be ordered by the board
 
of directors, taking
proper vouchers for such disbursements, and shall render to the chief executive
 
officer and the board of directors, at its regular
meetings, or when the board of directors so requires, an account of all his transactions
 
as treasurer and of the financial condition
of the corporation.
Section 16
.
 
If required by the board of directors, he shall give the corporation a bond at the expense
 
of the
corporation (which shall be renewed every six years) in such sum and with
 
surety or sureties as shall be satisfactory to the
board of directors for the faithful performance of the duties of his office
 
and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
 
vouchers and money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 17
.
 
The assistant treasurer, or if there shall be more than one, 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 of in the event of his 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 the board
 
of directors may from time to time
prescribe.
ARTICLE VI
EVIDENCE OF STOCK OWNERSHIP
Section 1
.
 
The certificates of shares of the capital stock of the corporation shall be in such form as shall be
approved by the board of directors. Shares issued in certificate form 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 stockholder in the corporation.
Section 2
.
 
The shares of the corporation shall be represented by certificates unless the board
 
of directors shall
by resolution provide that some or all of any class or series of stock shall be uncertificated shares. Any such resolution shall not
apply to shares represented by a certificate until the certificate is surrendered
 
to the corporation. Notwithstanding the adoption
of any resolution providing for uncertificated shares, every holder of
 
stock represented by certificates and upon request every
holder of uncertificated shares shall be entitled to have a certificate signed by,
 
or in the name of the corporation by, the
chairman of the board of directors or the chief executive officer, or the president
 
or a vice president, and by the treasurer or an
assistant treasurer, or the secretary or an assistant secretary, representing
 
the number of shares registered in certificate form.
Section 3
.
 
Where a certificate is countersigned (1) by a transfer agent other than the corporation
 
or its
employee, or (2) by a registrar other than the corporation or its employee, any
 
other signature on the certificate may be a
facsimile. 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, it may be issued by
the corporation with the same effect as if he were such officer, transfer agent or
 
registrar at the date of issue.
LOST CERTIFICATES
Section 4
.
 
The board of directors may direct a new certificate or certificates or uncertificated
 
shares to be
issued in place of any certificate or certificates theretofore issued by
 
the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person
 
claiming the certificate of stock to be lost, stolen or
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destroyed. When authorizing such issue of a new certificate or certificates or uncertificated
 
shares, the board of directors may,
in its discretion and as a condition precedent to the issuance thereof, require
 
the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same in such
 
manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
 
that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 5
.
 
Stock of the corporation shall be transferable in the manner prescribed
 
by law and in the bylaws.
Transfers of stock shall be made on the books administered by or on behalf of
 
the corporation. Upon surrender to the
corporation or the transfer agent of the corporation 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 corporation
 
to issue a new certificate or
uncertificated shares to the person entitled thereto, cancel the old certificate
 
and record the transaction upon its books.
FIXING RECORD DATE
Section 6
.
 
In order that the corporation may determine the stockholders entitled to notice
 
of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent
 
to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution
 
or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose
 
of any other lawful action, the board of directors may
fix, in advance, a record date, which shall not be more than sixty nor less than ten
 
days before the date of such meeting, nor
more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
 
however, that the board of directors may fix a
new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 7
.
 
The corporation shall be entitled to recognize the exclusive right of a person registered
 
on the books
as the owner of shares to receive dividends, and to vote as such owner, and to hold
 
liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to recognize
 
any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall have
 
express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
Section 1
.
 
To the fullest extent permitted under Section 145 of the General Corporation Law
 
of the State of
Delaware, Cal-Maine Foods, Inc. (the “Corporation”) shall indemnify any person
 
who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
 
whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by reason
 
of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the Corporation
 
as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise,
 
against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
 
incurred by him in connection with such actions suit or
proceeding if he acted in good faith and in a manner he reasonably believed
 
to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had
 
no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction
 
of upon a plea of
 
nolo
contendere
 
or its equivalent, shall not, of itself, create a presumption that the person did not act in good
 
faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the Corporation,
 
and, with respect to any criminal
action or proceeding,
 
had reasonable cause to believe that his conduct was unlawful.
Section 2
.
 
To the fullest extent permitted by Section 145 of the General Corporation Law of
 
the State of
Delaware, the Corporation shall indemnify any person who was or is a party
 
or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
 
the Corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the Corporation,
 
or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
 
partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
 
by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he reasonably
 
believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
 
made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
 
unless and only to the extent that the Court of
8
Chancery or the court in which such action or suit was brought shall determine upon
 
application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is fairly and reasonably
 
entitled to indemnity for such
expenses which the Court of Chancery or such court shall deem proper.
Section 3
.
 
To the extent that a director, officer, employee or agent of the Corporation has been
 
successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in Sections
 
(1) and (2) above or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses (including
 
attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 4
.
 
Any
 
indemnification
 
under
 
Sections
 
(1)
 
and
 
(2)
 
(unless
 
ordered
 
by
 
a
 
court)
 
shall
 
be
 
made
 
by
 
the
Corporation only
 
as authorized in
 
the specific case
 
upon a determination
 
that indemnification
 
of the director,
 
officer, employee
or agent
 
is proper
 
in the
 
circumstances because
 
he has
 
met the
 
applicable standard
 
of conduct
 
set forth
 
in Sections
 
(1) and
 
(2)
hereof.
 
Such
 
determination
 
shall
 
be
 
made
 
(1)
 
by
 
a
 
majority
 
vote
 
of
 
the
 
directors
 
who
 
are
 
not
 
parties
 
to
 
such
 
action,
 
suit
 
or
proceeding, even though less
 
than a quorum,
 
or (2) by
 
a committee of
 
such directors designated by
 
majority vote of
 
such directors,
even though less than
 
a quorum, or (3)
 
if there are no such directors,
 
or if such directors so
 
direct, by independent legal
 
counsel
in a written opinion, or (4) by the stockholders.
Section 5
.
 
Expenses (including attorneys’ fees) incurred by a current or former officer or director in defending
any civil, criminal, administrative, or investigative action, suit or proceeding
 
shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking
 
by or on behalf of such current or former
director of officer to repay such amount if it shall ultimately be determined that he is not
 
entitled to be indemnified by the
Corporation as authorized herein. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
 
appropriate.
Section 6
.
 
The indemnification and advancement of expenses provided by, or granted
 
pursuant to, the other
sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote
 
of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in another
 
capacity while holding such office.
Section 7
.
 
The Corporation shall have the power to purchase and maintain insurance on
 
behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or
 
is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
 
joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
 
arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
 
the provisions of this Article.
Section 8
.
 
For purposes of this Article, references to “the Corporation” shall include, in addition to the
Corporation, any constituent corporation (including any constituent of a constituent)
 
absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power
 
and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer, employee
 
or agent of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director, officer, employee
 
or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
 
position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with respect
 
to such constituent corporation if its separate
existence had continued.
Section 9
.
 
For purposes of this Article, references to “other enterprises” shall include employee benefit plans;
references to “fines” shall include any excise taxes assessed on a person
 
with respect to an employee benefit plan; and
references to “serving at the request of the Corporation” shall include any service
 
as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
 
officer, employee, or agent with respect to an
employee benefit plan, its participants, or beneficiaries; and a person
 
who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit
 
plan shall be deemed to have acted in a
manner “not opposed to the best interest of the Corporation” as referred
 
to in this Article.
Section 10
.
 
The indemnification and advancement of expenses provided by, or granted pursuant
 
to, this Article
shall, unless otherwise provided when authorized or ratified, continue as to
 
a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors
 
and administrators of such a person.
9
ARTICLE VIII
FORUM FOR ADJUDICATION OF DISPUTES
Section 1
.
 
Unless the corporation consents in writing to the selection of an alternative forum,
 
the Court of
Chancery of the State of Delaware (or if such court does not have subject matter
 
jurisdiction another state or federal court (as
appropriate) located within the State of Delaware) shall, to the fullest extent permitted
 
by law, be the sole and exclusive forum
for (i) any derivative action or proceeding brought on behalf of the corporation;
 
(ii) any action asserting a claim of breach of a
fiduciary duty owed by any current or former director, officer or other employee,
 
or stockholder of the corporation to the
corporation or the corporation’s stockholders, creditors or other constituents;
 
(iii) any action asserting a claim against the
corporation or any current or former director, officer, employee, or stockholder
 
of the corporation arising pursuant to any
provision of the DGCL or the certificate of incorporation or the bylaws (as they may be amended
 
and/or restated from time to
time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv)
 
any action
asserting a claim governed by the internal affairs doctrine. A stockholder bringing any such action will be deemed to have
consented to the personal jurisdiction of the state and federal courts located
 
within the State of Delaware and to service of
process on such stockholder’s counsel in such action as agent for such
 
stockholder. To the fullest extent permitted by law, any
person or entity purchasing or otherwise acquiring or holding any
 
interest in shares of capital stock of the corporation shall be
deemed to have notice of and consented to the provisions of this paragraph
.
 
ARTICLE IX
GENERAL PROVISIONS
DIVIDENDS
Section 1
.
 
Dividends upon the capital stock of the corporation, subject to the provisions of
 
the certificate of
incorporation, if any, may be declared by the board of directors at any regular or
 
special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock, subject to the provisions of
 
the certificate of incorporation.
Section 2
.
 
Before payment of any dividend, there may be set aside out of any funds of
 
the corporation available
for dividends such sum or sums as the directors may from time to time, in
 
their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for
 
repairing or maintaining any property of the corporation or
for such other purpose as the directors shall think conducive to the interest of
 
the corporation, and the directors may modify or
abolish the reserve in the manner in which it was created.
CHECKS
Section 3
.
 
All checks or demands for money and notes of the corporation shall be signed by
 
manual or
facsimile signature by such officer or officers or such other person or persons as designated
 
from time to time either by the
board of directors or by an officer or officers authorized by the board to
 
make such designation.
FISCAL YEAR
Section 4
.
 
The fiscal year of the corporation shall be fixed by resolution of the board of directors.
SEAL
Section 5
.
 
The corporate seal shall have inscribed thereon the name of the corporation, the
 
year of its
incorporation and the words “Corporate Seal, Delaware”. The seal may be used by causing
 
it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise shown thereon.
ARTICLE X
AMENDMENTS
Section 1
.
 
These bylaws may be altered, amended or repealed or new bylaws may be
 
adopted by the
stockholders or by the board of directors, when such power is conferred upon
 
the board of directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the board
 
of directors or at any special meeting of the
stockholders or of the board of directors if notice of such alteration, amendment,
 
repeal or adoption of new bylaws be contained
in the notice of such special meeting.