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EXHIBIT 3.7
EXECUTION COPY
LIMITED LIABILITY COMPANY AGREEMENT
OF
PASTA GROUP, L.L.C.
THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is
made effective as of the 17th day of December 1998, by and between Hershey Foods
Corporation, a Delaware corporation, as the sole member (the "Member"), and
Pasta Group, L.L.C., a Delaware limited liability company.
1. Formation of the Company. By execution of this Agreement,
the Member ratifies and confirms the actions of ▇▇▇▇▇▇ ▇▇▇▇▇▇, as its duly
authorized agent in connection with the filing of a certificate of formation
(the "Certificate") with the Secretary of State of the State of Delaware for the
purpose of forming Pasta Group, L.L.C. (the "Company"), a limited liability
company formed under the Delaware Limited Liability Company Act, 6 Del. C.
Section 18-101, et seq. ("Act").
2. Name of the Company. The name of the Company stated in the
Certificate and the limited liability company governed by this Agreement is
"Pasta Group, L.L.C.".
3. Purpose. This Company is formed for the object and purpose
of, and the nature of the business to be conducted and promoted by the Company
is, engaging in any lawful act or activity for which limited liability companies
may be formed under the Act and engaging in any and all activities necessary or
incidental to the foregoing.
4. Registered Office; Registered Agent. The registered office
of the Company in the State of Delaware is located at Corporation Service
Company, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the registered agent
of the Company at such address is Corporation Service Company.
5. Interests. The Company shall be authorized to issue one
thousand (1,000) interests ("Interests"), all of which shall be issued to the
Member. Interests shall for all purposes be personal property.
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6. Capital Contributions by the Member. The Member shall not
be obligated to make capital contributions to the Company, and the Interests
shall be nonassessable.
7. Allocation of Profits and Losses. The Company's profits
and losses shall be allocated entirely to the Member.
8. Distributions. Distributions shall be made to the Member
at the times and in the aggregate amounts determined by the Manager (as defined
below).
9. Appointment and Removal of Manager. The Member is hereby
appointed as the sole manager of the Company (the "Manager") as provided in
Sections 18-402 and 18-403 of the Act. The Manager shall have such rights
and duties as are provided by the Act, and shall have the power and authority to
delegate to the officers of the Company, if any, its rights and powers, or any
portion thereof, to manage and control the business and affairs of the Company.
10. Officers. The officers of the Company, if any, shall be
appointed by the Manager in its sole discretion. Unless such appointment
provides otherwise, each officer so appointed shall have such powers and duties
as are provided in the following:
(a) President. The President shall be the Chief Executive
Officer of the Company. Subject to the direction of the Manager, the President
shall have, and exercise, direct charge of, and general supervision over, the
business and affairs of the Company, and shall perform all duties incident to
the office of a President in a corporation organized under the Delaware General
Corporation Law. No person may hold the office of President, or act in place of
the President in the case of absence or disability, unless such person is a
citizen of the United States.
(b) Vice Presidents. The powers, duties and
responsibilities of the Vice Presidents shall be fixed by the Manager or the
President, with the approval of the Manager. A Vice President may be designated
as an Executive Vice President, a Senior Vice President or a Vice President with
a functional title.
(c) General Counsel. The General Counsel shall have
general charge of the legal affairs of the Company, and shall cause to be kept
adequate records of all suits or actions, of every nature, to which the Company
may be a party, or in which it has an interest, with sufficient data to show the
nature of the
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case and the proceedings therein. The General Counsel shall prepare, or cause to
be prepared, legal opinions on any subject necessary for the affairs of the
Company, and shall perform such other duties as the Manager, or the President,
may designate.
(d) Secretary. The Secretary shall attend all meetings of
the members of the Company and record their proceedings, unless a temporary
secretary be appointed. The Secretary shall give due notice, as required, of all
meetings of the members of the Company, shall keep, or cause to be kept, at a
place or places required by law, a record of the members and managers of the
Company, giving the names and addresses of all such members and managers. The
Secretary shall be the custodian of all records, contracts, leases and other
papers and documents of the Company, unless otherwise directed by the Manager,
and shall perform such other duties as the Manager, or the President, may
designate. In the case of the Secretary's absence or incapacity, the President
may designate an appropriate officer to perform the duties of Secretary.
(e) Treasurer. The Treasurer shall receive, keep and
disburse all moneys belonging to or coming to the Company, shall keep regular,
true and full accounts of all receipts and disbursements, and make detailed
reports thereof, shall keep a true record of expenses, losses, gains, assets,
and liabilities of the Company, and shall perform such other duties in
connection with the administration of the financial affairs of the Company as
the Manager, or the President, may designate. In the case of the Treasurer's
absence or incapacity, the President may designate an appropriate officer to
perform the duties of Treasurer.
(f) Subordinate Officers. Each subordinate officer shall
hold office for such period, have such authority, and perform such duties as the
Manager may prescribe. The Manager may, from time to time, authorize any officer
to appoint and remove subordinate officers and to prescribe the powers and
duties thereof.
Each such officer shall also have such additional powers
and duties as from time to time may be conferred by the Manager. Any number of
offices may be held by the same person. Each officer shall hold office until his
or her successor shall be duly appointed and shall qualify or until his or her
death, until he or she shall resign, or until he or she shall have been removed,
either with or without cause, by the Manager in its sole discretion. The
salaries or other compensation, if any, of the officers and agents of the
Company shall be fixed by the Manager. Any appointment pursuant to this Section
10 may be revoked at any time by the Manager.
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11. Execution of Contracts, Assignments, etc. All contracts,
agreements, endorsements, assignments, transfers, stock powers, or other
instruments shall be signed by the President, or any Vice President, and
attested by the Secretary, or an Assistant Secretary, except where required or
permitted by law to be otherwise signed, and except when the signing and
execution thereof shall be expressly delegated by the Manager to some other
officer or agent of the Company. In the event that the Manager has not appointed
any officer of the Company or at such time no officer of the Company is serving,
then any such contract, agreement or other document will be executed by the
Manager.
12. Limitations on Authority. The authority of the Manager
over the conduct of the business and affairs of the Company shall be subject
only to such limitations as are expressly stated in this Agreement or in the
Act.
13. Indemnification. The Company shall, to the fullest extent
authorized by the Act as in effect from time to time, indemnify and hold
harmless any member, manager, officer, employee or agent of the Company from and
against any and all claims and demands arising by reason of the fact that such
person is, or was, a member, manager, officer, employee or agent of the Company.
Expenses incurred by any member, manager, officer, employee or agent of the
Company in defending a proceeding shall be paid by the Company in advance of
such proceeding's final disposition unless otherwise determined by the Manager
or the President in the specific case upon receipt of an undertaking by or on
behalf of the member, manager or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Company. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Manager or the President deems
appropriate.
14. Dissolution. The Company shall dissolve, and its affairs
shall be wound up, upon the first to occur of the following: (a) the written
consent of the Member to such effect; and (b) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
15. Consents. Any action that may be taken by the Member at a
meeting may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by the Member.
16. Amendments. Except as otherwise provided in this
Agreement or in the Act, this Agreement may be amended only by the written
consent of the Member to such effect.
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17. Governing Law. This Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of Delaware.
18. Tax Elections. The Manager shall have the power to cause
the Company to make all elections required or permitted to be made for income
tax purposes.
IN WITNESS WHEREOF, the parties hereto have made this
Agreement effective as of the date and year first above-written.
PASTA GROUP, L.L.C.
By: HERSHEY FOODS CORPORATION,
as Manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant General Counsel
HERSHEY FOODS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant General Counsel
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