-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, EwHuCbVXLVkLvjBhggMwtkdJfQfsSh5ACotPuSLZsc6gf/dqaWJWe9jwcf3Bshw9 xSj+dbJWP+PX2QSk/9lRgw== 0000950132-94-000029.txt : 19940207 0000950132-94-000029.hdr.sgml : 19940207 ACCESSION NUMBER: 0000950132-94-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ H J CO CENTRAL INDEX KEY: 0000046640 STANDARD INDUSTRIAL CLASSIFICATION: 2030 IRS NUMBER: 250542520 STATE OF INCORPORATION: PA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-06496 FILM NUMBER: 94504539 BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124565700 MAIL ADDRESS: STREET 2: P O BOX 57 CITY: PITTSBURGH STATE: PA ZIP: 15230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ HOWARD ENDOWMENT CENTRAL INDEX KEY: 0000908635 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 251721100 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CENTER STREET 2: ROOM 1935 CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 MAIL ADDRESS: STREET 1: ONE MELLON BANK CENTER STREET 2: ROOM 1935 CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 SC 13D/A 1 FORM 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No.______)* H.J. Heinz Company (Name of Issuer) Common Stock, $.25 par value (Title of Class of Securities) 423074-10-3 (CUSIP Number) Carolyn D. Duronio Reed Smith Shaw & McClay 435 Sixth Avenue, Pittsburgh, PA 15219 (Phone: 412-288-4106) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 25, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X] . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 11 Pages CUSIP No. 423074-10-3 13D Page 2 of 11 Pages 1: NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Howard Heinz Endowment 2: CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3: SEC USE ONLY 4: SOURCE OF FUNDS* N/A 5: CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 6: CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7: SOLE VOTING POWER 15,299,092 8: SHARED VOTING POWER -0- 9: SOLE DISPOSITIVE POWER 15,299,092 10: SHARED DISPOSITIVE POWER -0- 11: AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,299,092 12: CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13: PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14: TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This Statement relates to shares of Common Stock, par value $.25 per share, of H. J. Heinz Company (the "Issuer"), P.O. Box 57, Pittsburgh, Pennsylvania 15230 (hereinafter referred to as the "Common Stock"). Item 2. Identity and Background. This statement is being filed by Howard Heinz Endowment, a Pennsylvania nonprofit corporation (the "Corporation"). The Corporation is a charitable grant-making private foundation. The Corporation was formed in connection with the restructuring of the Howard Heinz Endowment, a charitable trust, into corporate form. The business address of the Corporation is 3200 CNG Tower, Pittsburgh, Pennsylvania 15222. The name, residence or business address and principal occupation or employment of each director and executive officer of the Corporation and the principal business and address of any corporation or other organization in which such employment is conducted are set forth below: Teresa Heinz (philanthropist) Chairperson and Chief Executive Officer of the Corporation 3200 CNG Tower Pittsburgh, Pennsylvania 15222 H. John Heinz IV (self-employed) 7 Hulbert Avenue Nantucket, Massachusetts 02554 Drue Heinz (community affairs) Oliver Building Suite 606 535 Smithfield Street Pittsburgh, Pennsylvania 15222 Howard M. Love (retired) 1440 Bennington Avenue Pittsburgh, Pennsylvania 15217 Joseph Oliver (retired) 780 Thirteenth Avenue, South Naples, Florida 33940 Page 3 of 11 Pages *William B. Ouzts Vice President Mellon Bank, N.A. Three Mellon Bank Center Room 4000 Pittsburgh, Pennsylvania 15259-0001 (domestic and international commercial banking) William H. Rea (retired) Stoney Lonesome Farm, R.D. #1 Stahlstown, Pennsylvania 15687 William W. Scranton (retired; director of several corporations) c/o PNC Bank 201 Penn Avenue, 4th Floor Scranton, Pennsylvania 18503 Frank Tugwell Executive Director of the Corporation 30 CNG Tower 625 Liberty Avenue Pittsburgh, Pennsylvania 15222 *This director is appointed by Mellon Bank, N.A. Each of the foregoing persons is a citizen of the United States. Neither the Corporation nor any of the foregoing directors and executive officers has during the last five years (1) been convicted in a criminal proceeding or (2) been a party to a civil or administrative proceeding resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The Corporation is the beneficial owner of 15,299,092 shares of Common Stock (6.1% of the outstanding Common Stock). Such shares were transferred to the Corporation in connection with the conversion of the Howard Heinz Endowment from a trust to a nonprofit corporation and no consideration was paid for them. The shares referred to in Item 5 that are held by directors and executive officers of the Corporation in a fiduciary capacity were given to the various trusts, estates or nonprofit corporations and no consideration was paid for them. The shares referred to in Item 5 that are held by directors and executive officers of the Corporation were either given to such individuals or were acquired with personal funds. Page 4 of 11 Pages Item 4. Purpose of Transaction. The shares of Common Stock held by the Corporation are held for investment, although it is anticipated that the Corporation will sell shares of Common Stock from time to time in order to diversify its investments and in order to comply with applicable tax laws. While the Corporation has no other present plans or proposals which relate to or would result in the acquisition or disposition by any person of a material amount of securities of the Issuer, the investments in the Issuer by the Corporation will be periodically reviewed and at any time the amount of such investments may be increased or decreased. The shares of Common Stock beneficially owned by the Corporation's directors and executive officers in the estate, trusts and nonprofit corporations referred to in Item 5 below are held for investment, although it is anticipated that the estate, trusts and nonprofit corporations will sell shares of Common Stock from time to time in order to diversify their investments and that certain charitable trusts and nonprofit corporations will sell shares of Common Stock from time to time in order to comply with applicable tax laws. While the directors and executive officers have no other present plans or proposals which relate to or would result in the acquisition or disposition by any person of a material amount of securities of the Issuer, the investments in the Issuer by such estate, trusts and nonprofit corporations will be periodically reviewed and at any time the amount of such investments may be increased or decreased. Neither the Corporation nor any of its directors or executive officers has at the present time any plans or proposals which relate to or would result in: (1) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (2) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (3) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (4) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (5) Any material change in the present capitalization or dividend policy of the Issuer; Page 5 of 11 Pages (6) Any other material change in the Issuer's business or corporate structure; (7) Changes in the Issuer's articles of incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (8) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association. (9) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (10) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. The Corporation has sole voting and investment power over 15,299,092 shares of Common Stock (6.0% of the outstanding Common Stock). The bylaws of the Corporation provide that the Common Stock owned by the Corporation shall be voted by the Chairperson and Chief Executive Officer of the Corporation, unless the board of directors confers authority to vote such Common Stock upon some other person. The board of directors has not conferred such authority on any other person. On January 25, 1994 Howard Heinz Endowment, a charitable trust, transferred 15,299,092 shares of Common Stock to the Corporation (the "Transfer"). The Transfer was made for no consideration in connection with restructuring the trust in corporate form. Except for the Transfer, the Corporation has not effected any transactions in the Common Stock during the past sixty days. The beneficial ownership of shares of Common Stock by the directors and executive officers of the Corporation is set forth below: (1) In addition to having voting power over shares of Common Stock owned by the Corporation, Mrs. Teresa Heinz has shared voting power and shared investment power with respect to 365,137 shares of Common Stock as co-executor of the estate of H. John Heinz III (0.1% of the outstanding Common Stock); has shared voting power and shared investment power with respect to 17,026,300 shares of Common Stock that are held by thirteen trusts (6.7% of the outstanding Common Stock); and has sole voting power with respect to 735,922 shares of Common Stock (0.3% of the Page 6 of 11 Pages outstanding Common Stock) that are held by a nonprofit corporation. (2) Mr. H.J. Heinz IV has shared voting and investment power over 2,200 shares of Common Stock (less than 0.1% of the outstanding Common Stock) held in a trust. (3) Mrs. Drue Heinz has sole voting power and sole investment power with respect to 465,188 shares of Common Stock (0.2% of the outstanding Common Stock) held in her own name, sole voting power and shared investment power over 1,553,000 shares of Common Stock (0.6% of the outstanding Common Stock) held by two trusts, and shared voting power and shared investment power over 587,012 shares of Common Stock (0.2% of the outstanding Common Stock) held by three other trusts. (4) Mr. Rea has shared voting and shared investment power over 8,104,474 shares of Common Stock (3.2% of the outstanding Common Stock) that are held in two trusts. One trust holds 537,014 shares over which Mrs. Drue Heinz has shared voting and shared investment power and which are included in the 587,012 shares referred to above. The other trust holds 7,567,460 shares and is one of the trusts referred to in Paragraph 1. (5) Mr. Scranton has sole voting power and sole investment power with respect to 8,000 shares of Common Stock (less than 0.1% of the outstanding Common Stock) held in his own name. (6) Mr. Ouzts has sole voting power and sole investment power over 2,200 shares of Common Stock. (7) Neither Mr. Oliver nor Mr. Love is the beneficial holder of any shares of Common Stock. (8) As of January 12, 1994, Mellon Bank Corporation and its subsidiaries (one of which, Mellon Bank, N.A., has appointed Mr. Ouzts as a director of the Corporation) had sole voting power over 2,515,000 shares of Common Stock; shared voting power over 53,073,000 shares of Common Stock; sole investment power over 2,539,000 shares of Common Stock and shared investment power over 54,641,00 shares of Common Stock. (The shares owned by the Howard Heinz Endowment, a Pennsylvania charitable trust of which Mellon Bank, N.A. was, prior to the Transfer, a trustee, are included in the foregoing numbers.) The co-fiduciaries referred to in paragraph (1) are Julie Finley, A. Lawrence Groo, Andre T. Heinz, Christopher D. Heinz, Marc E. Leland, Singer Rankin, William H. Rea, John T. Ryan, Dolores Senanis, Linda K. Smith, James M. Walton, S. Donald Wiley, Wren Wirth and Mellon Bank, N.A. The co-fiduciaries referred to in paragraph (2) are Dolores Senanis and Mellon Bank, N.A. The co-fiduciaries referred to in paragraph (3) are J.F. Page 7 of 11 Pages Dolan, William H. Rea, W.P. Snyder III, H.A. Thompson II, S. Donald Wiley and Mellon Bank, N.A. The co-fiduciaries referred to in paragraph (4) are J.F. Dolan, Drue Heinz, Teresa Heinz, Andre T. Heinz, John T. Ryan, James M. Walton, S. Donald Wiley and Mellon Bank, N.A. Information with respect to these co-fiduciaries not otherwise listed in Item 2 above is set forth below: J.F. Dolan (lawyer, partner) Davis, Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Julie H. Finley (housewife) 3221 Woodland Drive Washington, D.C. 20008 A. Lawrence Groo (investments) A. Lawrence Groo & Company, Inc. 540 Madison Avenue New York, New York 10022 Andre T. Heinz (design consultant) William McDonaugh Architects 1950 Squaw Run Road Pittsburgh, Pennsylvania 15238 Christopher D. Heinz (student) 1950 Squaw Run Road Pittsburgh, Pennsylvania 15238 Marc E. Leland President Marc E. Leland & Associates (investment and advisory services) Potomac Tower, Suite 1750 1001 19th Street North Arlington, Virginia 22209 Singer Rankin (writer) Route 9, Box 70A Santa Fe, New Mexico 87505 John T. Ryan (Retired Chairman of the Board) Mine Safety Appliance Co. (manufacturer of safety equipment) 121 Gamma Drive Pittsburgh, Pennsylvania 15230 Dolores Senanis (administrative assistant to Teresa Heinz) 122 C Street, Room 650 Washington, D.C. 20001 Page 8 of 11 Pages Linda K. Smith, Esq. (lawyer) Crowell & Moring (law firm) 1001 Pennsylvania Avenue, NW Washington, D.C. 20004 W.P. Snyder III (private investor) The Wilpen Group 3720 One Oliver Plaza 37th Floor 6th Avenue & Wood Street Pittsburgh, Pennsylvania 15222 H.A. Thompson II (administrative assistant to Drue Heinz) Oliver Building Suite 606 535 Smithfield Street Pittsburgh, Pennsylvania 15222 James M. Walton (investments) Room 3902 525 William Penn Place Pittsburgh, Pennsylvania 15219 S. Donald Wiley (lawyer, director of the Issuer, retired Senior Vice President, General Counsel and Secretary of the Issuer) H.J. Heinz Company (multinational food processing company) P.O. Box 57 Pittsburgh, Pennsylvania 15230 Wren Wirth (president) Winston Foundation 3215 35th Street, N.W. Washington, D.C. 20016 Mellon Bank, N.A., a national banking association (domestic and international commercial banking, retail banking and trust services) One Mellon Bank Center Pittsburgh, Pennsylvania 15258 Except for the Transfer, none of the directors or executive officers of the Corporation has effected any transaction in shares of Common Stock during the sixty day period preceding the date of this Statement. No person has the right to receive dividends or proceeds from 5% or more of the outstanding Common Stock owned by Page 9 of 11 Pages the Corporation. No person has the power to direct the receipt of dividends on, or the proceeds from the sale of, the Common Stock held by the Corporation. The shares of Common Stock held by the directors and executive officers are held by them for the benefit of beneficiaries of the estate, trusts or nonprofit corporations referred to in Item 5 above which persons in some cases, have the right to receive dividends on, or the proceeds from the disposition of, the Common Stock so held. No person has the right to receive dividends or proceeds from 5% or more of the outstanding Common Stock held by such directors and executive officers. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The bylaws of the Corporation provide that the Common Stock owned by the Corporation shall be voted by the Chairperson and Chief Executive Officer of the Corporation, unless the board of directors confers authority to vote such Common Stock upon some other person. The board of directors of the Corporation has not conferred such authority on any other person. The bylaws of the nonprofit corporation referred to in Paragraph (1) of Item 5 contain the same provision. There are no other contracts, arrangements, understandings or relationships (legal or otherwise) between or among the Corporation, its directors and executive officers and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. None of the shares of Common Stock reported herein as beneficially owned by the Corporation or beneficially owned by its directors and executive officers are pledged or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over such securities. Item 7. Material to be Filed as Exhibits. 7.1 Bylaws of the Corporation 7.2 Bylaws of the Heinz Family Foundation. Page 10 of 11 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certifies that the information set forth in this Statement is true, complete and correct. HOWARD HEINZ ENDOWMENT By Teresa Heinz --------------------------- Name: Teresa Heinz Title: Chairperson and Chief Date: January 25, 1994 Executive Officer Page 11 of 11 Pages EX-7.1 2 BYLAWS OF H. J. HEINZ ENDOWMENT Exhibit 7.1 BYLAWS of HOWARD HEINZ ENDOWMENT (a Pennsylvania nonprofit corporation) Adopted May 17, 1993 Index to Bylaws Section Page ------- ---- ARTICLE I NAME AND PURPOSE ---------------- 1.01 Name.......................................... 1 1.02 Purpose....................................... 1 1.03 Private Foundation Restrictions............... 2 ARTICLE II DIRECTORS --------- 2.01 Number, Election and Term of Office........... 2 2.02 Regular Meetings; Notice...................... 2 2.03 Annual Meeting of the Board................... 3 2.04 Special Meetings; Notice...................... 3 2.05 Organization.................................. 3 2.06 Meetings by Telephone......................... 4 2.07 Presumption of Assent......................... 4 2.08 Catastrophe................................... 4 2.09 Resignations.................................. 4 2.10 Removal....................................... 4 2.11 Committees.................................... 4 2.12 Vacancies..................................... 5 2.13 Personal Liability of Directors............... 5 2.14 Compensation of Directors..................... 5 ARTICLE III OFFICERS AND EMPLOYEES ---------------------- 3.01 Executive Officers............................ 6 3.02 Additional Officers; Other Agents and Employees................................... 6 3.03 The Chairperson and Chief Executive Officer... 6 3.04 Executive Vice President/Executive Director... 6 3.05 Other Vice Presidents......................... 7 3.06 The Secretary and Assistant Secretaries....... 7 3.07 The Treasurer and Assistant Treasurers........ 7 3.08 Vacancies..................................... 8 3.09 Delegation of Duties.......................... 8 ARTICLE IV MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS -------------------------------------------------- 4.01 Execution of Notes, Checks, Contracts and Other Instruments....................... 8 4.02 Voting Securities Owned by Corporation........ 8 -i- Section Page ------- ---- ARTICLE V GENERAL PROVISIONS ------------------ 5.01 Offices....................................... 9 5.02 Corporate Seal................................ 9 5.03 Fiscal Year................................... 9 5.04 Annual Report................................. 9 5.05 Gender........................................ 9 ARTICLE VI AMENDMENTS ---------- 6.01 Amendments.................................... 9 -ii- HOWARD HEINZ ENDOWMENT Bylaws ------ ARTICLE I NAME AND PURPOSE ---------------- Section 1.01. Name. The name of the Corporation is Howard Heinz Endowment (hereinafter referred to as the "Corporation"), incorporated under the Pennsylvania Nonprofit Corporation Law of 1988 on May 17, 1993. Section 1.02. Purpose. The Corporation was incorporated exclusively for religious, charitable, scientific, literary and educational purposes, and the prevention of cruelty to children and animals, all within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended or modified or replaced by any future United States internal revenue law (the "Code"). Distributions from the Corporation shall be limited (a) to organizations described in Section 501(c)(3) of the Code which have operations within the Commonwealth of Pennsylvania or (b) for purposes described in Section 501(c)(3) of the Code which promote the interests of residents of the Commonwealth of Pennsylvania. The Corporation shall make annual distributions of at least $35,000 to the Sarah Heinz House Association, a Pennsylvania nonprofit corporation, provided that at the time of any such distribution the Sarah Heinz House Association shall be an organization described in Section 501(c)(3) of the Code. Section 1.03. Private Foundation Restrictions. Notwithstanding any other provision of these Bylaws, the Corporation shall be prohibited from engaging in any act of self- dealing (as defined in Section 4941(d) of the Code); from retaining any excess business holdings (as defined in Section 4943(c) of the Code); from making any investments in such manner as to subject the Corporation to tax under Section 4944 of the Code; and from making any taxable expenditures (as defined in Section 4945(d) of the Code), to the extent any action therewith would subject the Corporation to tax under one or more of the cited sections of the Code. To the extent required, the Corporation shall make qualifying distributions at such time and in such manner as not to subject the Corporation to tax under Section 4942 of the Code. ARTICLE II DIRECTORS --------- Section 2.01. Number, Election and Term of Office. The number of Directors which shall constitute the full Board of Directors shall be as fixed from time to time by the Board of Directors but shall not be less than six nor more than twenty-five. The Board shall be divided into two classes: Permanent Directors and Term Directors. The number of Directors in each class shall be determined by the Permanent Directors, limited as set forth below. Permanent Directors shall be elected by the then serving Permanent Directors; provided, however, that as long as Teresa Heinz shall hold the office of Chairperson and Chief Executive Officer, the Chairperson and Chief Executive Officer, in consultation with the other Permanent Directors, shall appoint the Permanent Directors. Each Permanent Director shall have the right to serve from the time of election for the remainder of his life or until his earlier resignation or incapacity. The initial Permanent Directors shall be Teresa Heinz, Drue Heinz, Joseph W. Oliver, William Rea, William W. Scranton, and H. John Heinz IV. Upon the death, resignation, or incapacity of a Permanent Director, or an increase in the number of Permanent Directors, only lineal descendants (whether by birth or adoption) and spouses of such descendants of Howard Heinz, the original donor of the predecessor Trust of the Corporation, may be elected as Permanent Directors. For purposes of these bylaws, an individual shall no longer be deemed to be the spouse of a lineal descendant of Howard Heinz upon a final decree of divorce by a court of competent jurisdiction, and any such divorced spouse shall be deemed to have surrendered his position as a Permanent Director by reason of incapacity. The Term Directors shall be elected (and may be removed) by the Permanent Directors; provided, however, that as long as Teresa Heinz shall hold the office of Chairperson and Chief Executive Officer, the Chairperson and Chief Executive Officer, in consultation with the other Permanent Directors, shall appoint (and may remove) the Term Directors. The Term Directors shall be elected for a term of three years and may be re-elected for unlimited additional terms of three years. There shall always be at least one Term Director who is representative of and designated by Mellon Bank, N.A., or its successor. The initial Term Directors shall be Howard M. Love and William B. Ouzts, as representative of Mellon Bank, N.A. Each Term Director shall hold office from the time of his appointment, but shall be responsible as a Director from such time only if he consents to his appointment; otherwise from the time he accepts office or attends his first meeting of the Board. Each Term Director shall serve until his successor is duly appointed, or until his earlier death, resignation or removal. The duties and responsibilities of the Term Directors shall be same as the duties and responsibilities of the Permanent Directors, except as limited herein. Section 2.02. Regular Meetings; Notice. Regular meetings of the Board of Directors shall be held at such time and place as shall be designated by the Directors from time to time. Notice of such regular meetings shall not be required, except as otherwise expressly required herein or by law, and except that whenever the time or place of regular meetings shall be initially fixed and then changed, notice of such action shall be given -2- promptly by telephone or otherwise to each Director not participating in such action. Any business may be transacted at any regular meeting of the Directors. Section 2.03. Annual Meeting of the Board. A regular meeting of the Board of Directors shall be held at such date, time and place as may be fixed by the Board of Directors. Such regular meeting shall be the annual organization meeting at which the Board shall discuss the succeeding year's goals and may transact any other related business. Section 2.04. Special Meetings; Notice. Special meetings of the Board of Directors, may be called at any time by the Chairperson and Chief Executive Officer, to be held at such place and day and hour as shall be specified by the Chairperson and Chief Executive Officer. Notice of every special meeting of the Board of Directors shall be given by the Secretary to each Director at least two days before the meeting. Any business may be transacted at any special meeting regardless of whether the notice calling such meeting contains a reference thereto, except as otherwise required by law. Section 2.05. Organization. At all meetings of the Board of Directors, the presence of at least a majority of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of business; provided, however, that if the number of Term Directors exceeds the number of Permanent Directors, the presence of at least a majority of each class of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of business. If a quorum is not present at any meeting, the meeting may be adjourned from time to time by a majority of the Directors present until a quorum as aforesaid shall be present, but notice of the time and place to which such meeting is adjourned shall be given to any Directors not present either by being sent by telegraph or given personally or by telephone at least eight hours prior to the hour of reconvening. Resolutions of the Board shall be adopted, and any action of the Board upon any matter shall be valid and effective, with the affirmative vote of a majority of the Directors present at a meeting duly convened and at which a quorum is present; provided, however, that if the number of Term Directors exceeds the number of Permanent Directors, the affirmative vote of a majority of each class of Directors present at a meeting duly convened and at which a quorum is present shall be necessary. The Chairperson and Chief Executive Officer, if present, or if not, a Director designated by the Board, shall preside at each meeting of the Board. The Secretary, or in his absence any Assistant Secretary, shall take the minutes at all meetings of the Board of Directors. In the absence of the Secretary and an Assistant Secretary, the presiding officer shall designate a person to take the minutes of the meeting. -3- Section 2.06. Meetings by Telephone. One or more Directors may participate in any regular or special meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner by a Director shall be considered to be attendance in person for all purposes under these Bylaws. Section 2.07. Presumption of Assent. Minutes of each meeting of the Board shall be made available to each Director at or before the next succeeding meeting. Each Director shall be presumed to have assented to such minutes unless his objection thereto shall be made to the Secretary at or within two days after such succeeding meeting. Section 2.08. Catastrophe. Notwithstanding any other provisions of the Pennsylvania Nonprofit Corporation Law of 1988, the Articles or these Bylaws, if any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster, or any other national or local disaster, causes a majority of the Board to be incapable of acting as such because of death or other physical disability or difficulties of communication or transportation, the other Director or Directors shall constitute a quorum for the sole purpose of electing Directors to replace the Directors so incapable of acting. The Directors so elected shall serve until such replaced Directors are able to attend meetings of the Board or until the Board acts to elect Directors for such purpose. Questions as to the existence of such an emergency or disaster or as to the fact of such incapacity shall be conclusively determined by such other Director or Directors. Section 2.09. Resignations. Any Director may resign by submitting his resignation to the Secretary. Such resignation shall become effective upon its receipt by the Secretary or as otherwise specified therein. Section 2.10. Removal. The Permanent Directors may remove any Term Director who, in their sole and absolute discretion, is not adequately performing his duties as a Term Director; provided, however, that as long as Teresa Heinz shall hold the office of Chairperson and Chief Executive Officer, the Chairperson and Chief Executive Officer, in consultation with the Permanent Directors, may remove any Term Director who, in her discretion, is not adequately performing his duties as a Term Director. Section 2.11. Committees. Standing or temporary committees, which may include an Executive Committee, consisting of at least two Directors, may be appointed by the Directors from time to time. Each such committee shall have and may exercise such authority of the Board of Directors in the management of the -4- business and affairs of the Corporation as the Directors may specify from time to time, which may include any action which the Pennsylvania Nonprofit Corporation Law of 1988 provides shall or may be taken by the Board of Directors. The Directors may designate one or more Directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee, and in the event of such absence or disqualification, the member or members of such committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Any action taken by any committee shall be subject to alteration or revocation by the Board of Directors; provided, however, that third parties shall not be prejudiced by such alteration or revocation. Section 2.12. Vacancies. Any vacancy that shall occur in the Board of Directors by reason of death, resignation, removal, increase in the number of Directors or any other cause whatever shall be filled in the manner provided for in Section 2.01 hereof with respect to the election or appointment of Directors, and each person so elected or appointed shall be a Director until he or his successor is appointed or until his prior death, resignation or removal. Section 2.13. Personal Liability of Directors. (a) Elimination of Liability. To the fullest extent that the laws of the Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit elimination or limitation of the liability of directors, no Director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director. (b) Nature and Extent of Rights. The provisions of this Section shall be deemed to be a contract with each Director of the Corporation who serves as such at any time while this Section is in effect and each such Director shall be deemed to be so serving in reliance on the provisions of this Section. Any amendment or repeal of this Section or adoption of any Bylaw or provision of the Articles of the Corporation which has the effect of increasing director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, Bylaw or provision. Section 2.14. Compensation of Directors. The Corporation shall be authorized and empowered to pay the Directors reasonable compensation for services rendered to the Corporation, provided such payments do not result in the Corporation's failure to be described in section 501(c)(3) of the Code or in the imposition of excise taxes under Chapter 42 of the Code. -5- ARTICLE III OFFICERS AND EMPLOYEES ---------------------- Section 3.01. Executive Officers. The Executive Officers of the Corporation shall be the Chairperson and Chief Executive Officer, the Executive Vice President/Executive Director, the Secretary, and the Treasurer, and may include one or more other Vice Presidents as the Board may from time to time determine, all of whom shall be elected by the Board of Directors as provided below. Any two or more offices may be held by the same person. Section 3.02. Additional Officers; Other Agents and Employees. The Board of Directors may from time to time appoint or employ such additional officers, assistant officers, agents, employees and independent contractors as the Board deems advisable; and the Board or the Chairperson and Chief Executive Officer shall prescribe their duties, conditions of employment and compensation and dismiss them at any time without prejudice to their contract rights, if any. The Chairperson and Chief Executive Officer may employ from time to time such other agents, employees and independent contractors as he may deem advisable for the prompt and orderly transaction of the business of the Corporation, and he may prescribe their duties and the conditions of their employment, fix their compensation and dismiss them at any time, without prejudice to their contract rights, if any. Section 3.03. The Chairperson and Chief Executive Officer. The Chairperson and Chief Executive Officer shall be elected from among Permanent Directors by the Permanent Directors; provided, however, that only lineal descendants (whether by birth or adoption) and spouses of such descendants of Howard Heinz, the original donor of the predecessor Trust of the Corporation, may be elected as Chairperson and Chief Executive Officer. The Chairperson and Chief Executive Officer shall preside at all meetings of the Board as provided herein. The Chairperson and Chief Executive Officer shall have general supervision of and general management and executive powers over all the property, operations, business, affairs and employees of the Corporation, and shall see that the policies and programs adopted or approved by the Board are carried out. The Chairperson and Chief Executive Officer shall exercise such further powers and duties as from time to time may be prescribed in these Bylaws or by the Board of Directors. Section 3.04. The Executive Vice President/Executive Director. The Executive Vice President/Executive Director shall have general executive powers, subject to the control of the Chairperson and Chief Executive Officer. The Executive Vice President/Executive Director shall exercise such further powers and duties as from time to time may be prescribed in these Bylaws or by the Board of Directors or the Chairperson and Chief Executive Officer. At the request of the Chairperson and Chief -6- Executive Officer, or in his absence or disability, the Executive Vice President/Executive Director shall exercise the powers and duties of the Chairperson and Chief Executive Officer. Section 3.05. Other Vice Presidents. The Vice Presidents may be given by resolution of the Board general executive powers, subject to the control of the Executive Vice President/Executive Director, concerning one or more or all segments of the operations of the Corporation. The Vice Presidents shall exercise such further powers and duties as from time to time may be prescribed in these Bylaws or by the Board of Directors or the Executive Vice President/Executive Director. Section 3.06. The Secretary and Assistant Secretaries. It shall be the duty of the Secretary (a) to keep an original or duplicate record of the proceedings of the Board of Directors, and a copy of the Articles and of the Bylaws; (b) to give such notices as may be required by law or these Bylaws; (c) to be custodian of the corporate records and of the seal of the Corporation and see that the seal is affixed to such documents as may be necessary or advisable; and (d) to exercise all powers and duties incident to the office of Secretary; and such further powers and duties as from time to time may be prescribed in these Bylaws or by the Board of Directors or the Chairperson and Chief Executive Officer. The Secretary by virtue of his office shall be an Assistant Treasurer. Each officer of the Corporation by virtue of his office shall be an Assistant Secretary. The Assistant Secretaries shall assist the Secretary in the performance of his duties and shall also exercise such further powers and duties as from time to time may be prescribed by the Board of Directors, the Chairperson and Chief Executive Officer, the Executive Vice President/ Executive Director or the Secretary. At the direction of the Secretary or in his absence or disability, an Assistant Secretary shall exercise the powers and duties of the Secretary. Section 3.07. The Treasurer and Assistant Treasurers. It shall be the duty of the Treasurer (a) to keep the Corporation's contracts, insurance policies, leases, deeds and other business records; (b) to see that the Corporation's lists, books, reports, statements, tax returns, certificates and other documents and records required by law are properly prepared, kept and filed; (c) to be the principal officer in charge of tax and financial matters, budgeting and accounting of the Corporation; (d) to have charge and custody of and be responsible for the Corporation's funds, securities and investments; (e) to receive and give receipts for checks, notes, obligations, funds and securities of the Corporation, and deposit monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as shall be designated by the Board of Directors; (f) to cause the funds of the Corporation to be disbursed by payment in cash or by checks or drafts upon the authorized depositories of the Corporation, and to cause to be taken and preserved proper vouchers for such disbursements; (g) to -7- render to the Chairperson and Chief Executive Officer and the Board of Directors whenever they may require it an account of all his transactions as Treasurer, and reports as to the financial position and operations of the Corporation; (h) to keep appropriate, complete and accurate books and records of account of all the Corporation's business and transactions; and (i) to exercise all powers and duties incident to the office of Treasurer; and such further duties from time to time as may be prescribed in these Bylaws or by the Board of Directors, the Chairperson and Chief Executive Officer or the Executive Vice President/Executive Director. The Assistant Treasurers shall assist the Treasurer in the performance of his duties and shall also exercise such further powers and duties as from time to time may be prescribed by the Board of Directors, the Chairperson and Chief Executive Officer, the Executive Vice President/Executive Director, or the Treasurer. At the direction of the Treasurer or in his absence or disability, an Assistant Treasurer shall exercise the powers and duties of the Treasurer. Section 3.08. Vacancies. Any vacancy in any office or position by reason of death, resignation, removal, disqualification, disability or other cause shall be filled in the manner provided in this Article III for regular election or appointment to such office. Section 3.09. Delegation of Duties. The Board of Directors may in its discretion delegate for the time being the powers and duties, or any of them, of any officer to any other person whom it may select. ARTICLE IV MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS -------------------------------------------------- Section 4.01. Execution of Notes, Checks, Contracts and Other Instruments. All notes, bonds, drafts, acceptances, checks, endorsements (other than for deposit), guarantees and all evidences of indebtedness of the Corporation whatsoever, and all deeds, mortgages, contracts and other instruments requiring execution by the Corporation, may be signed by the Chairperson and Chief Executive Officer, the Executive Vice President/Executive Director, any Vice President or the Treasurer, and authority to sign any of the foregoing, which may be general or confined to specific instances, may be conferred by the Board of Directors upon any other person or persons. Any person having authority to sign on behalf of the Corporation may delegate, from time to time, by instrument in writing, all or any part of such authority to any other person or persons if authorized to do so by the Board of Directors, which authority may be general or confined to specific instances. Section 4.02. Voting Securities Owned by Corporation. Securities owned by the Corporation and having voting power in any other corporation shall be voted by the Chairperson and Chief -8- Executive Officer, unless the Board confers authority to vote with respect thereto, which may be general or confined to specific investments, upon some other person. Any person authorized to vote such securities shall have the power to appoint proxies, with general power of substitution. ARTICLE V GENERAL PROVISIONS ------------------ Section 5.01. Offices. The principal business office of the Corporation shall be at 30 CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222. The Corporation may also have offices at such other places within or without the Commonwealth of Pennsylvania as the business of the Corporation may require. Section 5.02. Corporate Seal. The Board of Directors shall prescribe the form of a suitable corporate seal, which shall contain the full name of the Corporation and the year and state of incorporation. Section 5.03. Fiscal Year. The fiscal year of the Corporation shall end on such day as shall be fixed by the Board of Directors. Section 5.04. Annual Report. To the extent necessary, the Executive Vice President/Executive Director and Treasurer shall present an annual report to the Board of Directors in accordance with Section 5553 of the Pennsylvania Nonprofit Corporation Law of 1988. Section 5.05. Gender. Use of the masculine gender is for convenience only and shall be deemed to include the feminine gender. ARTICLE VI AMENDMENTS ---------- Section 6.01. Amendments. These Bylaws may be amended, altered or repealed, and new bylaws may be adopted, only by the Permanent Directors at any regular or special meeting. No provision of these Bylaws shall vest any property or contract right in any person. -9- EX-7.2 3 BYLAWS HEINZ FAMILY FOUNDATION Exhibit 7.2 BYLAWS of HEINZ FAMILY FOUNDATION (a Pennsylvania nonprofit corporation) Adopted February, 1992 Index to Bylaws --------------- Section Page ------- ---- ARTICLE I NAME AND PURPOSE ---------------- 1.01 Name.......................................... 1 1.02 Purpose....................................... 1 ARTICLE II DIRECTORS --------- 2.01 Number, Election and Term of Office........... 1 2.02 Regular Meetings; Notice...................... 2 2.03 Annual Meeting of the Board................... 2 2.04 Special Meetings; Notice...................... 2 2.05 Organization.................................. 2 2.06 Meetings by Telephone......................... 3 2.07 Presumption of Assent......................... 3 2.08 Catastrophe................................... 3 2.09 Resignations.................................. 4 2.10 Removal....................................... 4 2.11 Committees.................................... 4 2.12 Vacancies..................................... 4 2.13 Personal Liability of Directors............... 5 ARTICLE III OFFICERS AND EMPLOYEES ---------------------- 3.01 Executive Officers............................ 5 3.02 Additional Officers; Other Agents and Employees................................... 5 3.03 The Chairman and Chief Executive Officer...... 6 3.04 Executive Director and Chief Operating Officer..................................... 6 3.05 The Vice Presidents........................... 6 3.06 The Secretary and Assistant Secretaries....... 6 3.07 The Treasurer and Assistant Treasurers........ 7 3.08 Vacancies..................................... 7 3.09 Delegation of Duties.......................... 7 ARTICLE IV MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS -------------------------------------------------- 4.01 Execution of Notes, Checks, Contracts and Other Instruments......................... 8 4.02 Voting Securities Owned by Corporation........ 8 -i- Section Page ------- ---- ARTICLE V GENERAL PROVISIONS ------------------ 5.01 Offices....................................... 8 5.02 Corporate Seal................................ 8 5.03 Fiscal Year................................... 8 5.04 Annual Report................................. 8 5.05 Gender........................................ 9 ARTICLE VI AMENDMENTS ---------- 6.01 Amendments.................................... 9 -ii- HEINZ FAMILY FOUNDATION Bylaws ------ ARTICLE I NAME AND PURPOSE ---------------- Section 1.01. Name. The name of the Corporation is Heinz Family Foundation (hereinafter referred to as the "Corporation"), incorporated under the Pennsylvania Nonprofit Corporation Law of 1988 on October 17, 1991. Section 1.02. Purpose. The Corporation was incorporated exclusively for religious, charitable, scientific, testing for public safety, literary and educational purposes, fostering amateur sports competition and the prevention of cruelty to children and animals, all within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended or modified or replaced by any future United States internal revenue law (the "Code"). The Corporation shall operate so as to preclude the imposition of excise taxes under Chapter 42 of the Code. ARTICLE II DIRECTORS --------- Section 2.01. Number, Election and Term of Office. The number of Directors which shall constitute the full Board of Directors shall be as fixed from time to time by the Board of Directors but shall not be less than two nor more than ten. The Board shall be divided into three classes: a Class A Permanent Director, Class B Permanent Directors and Term Directors. Each Class A and Class B Permanent Director shall have the right to serve from the time of appointment for the remainder of his life or until his earlier resignation or incapacity. The initial Class A Permanent Director shall be Teresa F. Heinz, and the initial Class B Permanent Director shall be Joan D. McCauley. At any time on or after January 1, 1996, Teresa F. Heinz's three sons, Henry John Heinz IV, Andre Thierstein Heinz and Christopher Drake Heinz, shall each have the right to become Class B Permanent Directors upon delivering an acceptance of appointment to the Class A Permanent Director for filing with the records of the Corporation. If at the time of any such acceptance, there are ten Directors then serving, the Class A Permanent Director shall remove one Term Director. From and after the time Teresa F. Heinz shall cease to be a Director, there shall no longer be Class A Permanent Directors and the Class B Permanent Directors, as a class, shall succeed to all of the rights of the Class A Permanent Director. The Term Directors shall be appointed (and may be removed) by the Class A Permanent Director or, if none, shall be elected (and may be removed) by the then serving Class B Permanent Directors and shall be appointed for a term of two years. Each Term Director shall hold office from the time of his appointment, but shall be responsible as a Director from such time only if he consents to his appointment; otherwise from the time he accepts office or attends his first meeting of the Board. Each Term Director shall serve until his successor is duly appointed, or until his earlier death, resignation or removal. The duties and responsibilities of the Term Directors shall be limited to issues related to the Heinz Awards, the annual awards granted by the Corporation in honor of the late Senator H. John Heinz III, including participating in the selection of the recipients of the Heinz Awards. Section 2.02. Regular Meetings; Notice. Regular meetings of the Board of Directors shall be held at such time and place as shall be designated by the Class A Permanent Director from time to time. Meetings attended by the Term Directors shall be limited to issues related to the Heinz Awards. Notice of such regular meetings shall not be required, except as otherwise expressly required herein or by law, and except that whenever the time or place of regular meetings shall be initially fixed and then changed, notice of such action shall be given promptly by telephone or otherwise to each Director not participating in such action. Any business may be transacted at any regular meeting of the Permanent Directors; any business related to the Heinz Awards may be transacted at any regular meeting of all classes of Directors. Section 2.03. Annual Meeting of the Board. A regular meeting of the Board of Directors shall be held at such date, time and place as may be fixed by the Board of Directors. Such regular meeting shall be the annual organization meeting at which the Board shall discuss the succeeding year's goals with respect to the Heinz Awards and may transact any other related business. Section 2.04. Special Meetings; Notice. Special meetings of the Board of Directors, including meetings of the Permanent Directors only, may be called at any time by the Class A Permanent Director, to be held at such place and day and hour as shall be specified by the Class A Permanent Director. Notice of every special meeting of the Board of Directors shall be given by the Secretary to each Director at least two days before the meeting. Any business may be transacted at any special meeting regardless of whether the notice calling such meeting contains a reference thereto, except as otherwise required by law. Section 2.05. Organization. At all meetings of the Board of Directors, the presence of at least a majority of each class of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of business; provided, -2- however, that the presence of a majority of the Term Directors shall be necessary only with respect to matters relating to the selection of recipients of the Heinz Awards. If there are only two Permanent Directors (both Class A and Class B) then serving, the presence of Teresa F. Heinz shall be necessary and sufficient to satisfy the quorum requirement for Permanent Directors (both Class A and Class B). If a quorum is not present at any meeting, the meeting may be adjourned from time to time by a majority of the Directors present until a quorum as aforesaid shall be present, but notice of the time and place to which such meeting is adjourned shall be given to any Directors not present either by being sent by telegraph or given personally or by telephone at least eight hours prior to the hour of reconvening. Resolutions of the Board shall be adopted, and any action of the Board upon any matter shall be valid and effective, with the affirmative vote of a majority of each of the classes of the Directors present at a meeting duly convened and at which a quorum is present; provided, however, that the matters upon which Term Directors may vote shall be limited to matters relating to the selection of recipients of the Heinz Awards. If there are only two Permanent Directors (both Class A and B) then serving, the vote of Teresa F. Heinz shall be deemed to be the vote of the majority of the Permanent Directors (both Class A and Class B). The Class A Permanent Director, if she is present, or if not, a Director designated by the Board, shall preside at each meeting of the Board. The Secretary, or in his absence any Assistant Secretary, shall take the minutes at all meetings of the Board of Directors. In the absence of the Secretary and an Assistant Secretary, the presiding officer shall designate a person to take the minutes of the meeting. Section 2.06. Meetings by Telephone. One or more Directors may participate in any regular or special meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting in this manner by a Director shall be considered to be attendance in person for all purposes under these Bylaws. Section 2.07. Presumption of Assent. Minutes of each meeting of the Board shall be made available to each relevant Director, e.g., to a Term Director only for meetings concerning the Heinz Awards, at or before the next succeeding meeting. Each Director shall be presumed to have assented to such minutes unless his objection thereto shall be made to the Secretary at or within two days after such succeeding meeting. Section 2.08. Catastrophe. Notwithstanding any other provisions of the Pennsylvania Nonprofit Corporation Law of 1988, the Articles or these Bylaws, if any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster, or any other national or local disaster, causes a majority of the Board to be incapable of acting as such because of -3- death or other physical disability or difficulties of communication or transportation, the other Director or Directors shall constitute a quorum for the sole purpose of electing Directors to replace the Directors so incapable of acting. The Directors so elected shall serve until such replaced Directors are able to attend meetings of the Board or until the Board acts to elect Directors for such purpose. Questions as to the existence of such an emergency or disaster or as to the fact of such incapacity shall be conclusively determined by such other Director or Directors. Section 2.09. Resignations. Any Director may resign by submitting his resignation to the Secretary. Such resignation shall become effective upon its receipt by the Secretary or as otherwise specified therein. Section 2.10. Removal. The Class A Permanent Director may remove any Term Director who, in her sole and absolute discretion, is not adequately performing his duties as a Term Director. Section 2.11. Committees. Standing or temporary committees, which may include an Executive Committee, consisting of at least two Directors, may be appointed by the Class A Permanent Director from time to time. Each such committee shall have and may exercise such authority of the Board of Directors in the management of the business and affairs of the Corporation as the Class A Permanent Director may specify from time to time, which may include any action which the Pennsylvania Nonprofit Corporation Law of 1988 provides shall or may be taken by the Board of Directors. The Class A Permanent Director may designate one or more Directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee, and in the event of such absence or disqualification, the member or members of such committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Any action taken by any committee shall be subject to alteration or revocation by the Board of Directors; provided, however, that third parties shall not be prejudiced by such alteration or revocation. Section 2.12. Vacancies. Any vacancy that shall occur in the Board of Directors by reason of death, resignation, removal, increase in the number of Directors or any other cause whatever shall be filled by the Class A Permanent Director, and each person so appointed shall be a Director until he or his successor is appointed or until his prior death, resignation or removal. -4- Section 2.13. Personal Liability of Directors. (a) Elimination of Liability. To the fullest extent that the laws of the Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit elimination or limitation of the liability of directors, no Director of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Director. (b) Nature and Extent of Rights. The provisions of this Section shall be deemed to be a contract with each Director of the Corporation who serves as such at any time while this Section is in effect and each such Director shall be deemed to be so serving in reliance on the provisions of this Section. Any amendment or repeal of this Section or adoption of any Bylaw or provision of the Articles of the Corporation which has the effect of increasing director liability shall operate prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, Bylaw or provision. ARTICLE III OFFICERS AND EMPLOYEES ---------------------- Section 3.01. Executive Officers. The Executive Officers of the Corporation shall be the Chairman and Chief Executive Officer, the Executive Director and Chief Operating Officer, the Secretary and the Treasurer, and may include one or more Vice Presidents as the Board may from time to time determine, all of whom shall be elected by the Board of Directors. Any two or more offices may be held by the same person. Each Executive Officer shall be elected and hold office at the pleasure of the Class A Permanent Director, or, if none, the Class B Permanent Directors, or until his death or resignation. Section 3.02. Additional Officers; Other Agents and Employees. The Board of Directors may from time to time appoint or employ such additional officers, assistant officers, agents, employees and independent contractors as the Board deems advisable; the Board or the Chairman and Chief Executive Officer shall prescribe their duties, conditions of employment and compensation; and the Class A Permanent Director shall have the right to dismiss them at any time, without prejudice to their contract rights, if any. The Chairman and Chief Executive Officer may employ from time to time such other agents, employees and independent contractors as he may deem advisable for the prompt and orderly transaction of the business of the Corporation, and he may prescribe their duties and the conditions of their employment, fix their compensation and dismiss them at any time, without prejudice to their contract rights, if any. Section 3.03. The Chairman and Chief Executive Officer. The Chairman and Chief Executive Officer shall be appointed by the -5- Class A Permanent Director and shall preside at all meetings of the Board as provided herein. The Chairman and Chief Executive Officer shall have general supervision of and general management and executive powers over all the property, operations, business, affairs and employees of the Corporation, and shall see that the policies and programs adopted or approved by the Board are carried out. The Chairman and Chief Executive Officer shall exercise such further powers and duties as from time to time may be prescribed in these Bylaws or by the Board of Directors. Section 3.04. The Executive Director and Chief Operating Officer. The Executive Director and Chief Operating Officer shall have general executive powers, subject to the control of the Chairman and Chief Executive Officer. The Executive Director and Chief Operating Officer shall exercise such further powers and duties as from time to time may be prescribed in these Bylaws or by the Board of Directors or the Chairman and Chief Executive Officer. At the request of the Chairman and Chief Executive Officer, or in his absence or disability, the Executive Director and Chief Operating Officer shall exercise the powers and duties of the Chairman and Chief Executive Officer. Section 3.05. The Vice Presidents. The Vice Presidents may be given by resolution of the Board general executive powers, subject to the control of the Executive Director and Chief Operating Officer, concerning one or more or all segments of the operations of the Corporation. The Vice Presidents shall exercise such further powers and duties as from time to time may be prescribed in these Bylaws or by the Board of Directors or the Executive Director and Chief Operating Officer. At the request of the Executive Director and Chief Operating Officer, or in his absence or disability, the senior Vice President shall exercise the powers and duties of the Executive Director and Chief Operating Officer. Section 3.06. The Secretary and Assistant Secretaries. It shall be the duty of the Secretary (a) to keep an original or duplicate record of the proceedings of the Board of Directors, and a copy of the Articles and of the Bylaws; (b) to give such notices as may be required by law or these Bylaws; (c) to be custodian of the corporate records and of the seal of the Corporation and see that the seal is affixed to such documents as may be necessary or advisable; and (d) to exercise all powers and duties incident to the office of Secretary; and such further powers and duties as from time to time may be prescribed in these Bylaws or by the Board of Directors, the Chief Executive Officer or the Executive Director. The Secretary by virtue of his office shall be an Assistant Treasurer. Each officer of the Corporation by virtue of his office shall be an Assistant Secretary. The Assistant Secretaries shall assist the Secretary in the performance of his duties and shall also exercise such further powers and duties as from time to time may be prescribed by the Board of Directors, the Chief Executive Officer, the Executive Director or the Secretary. -6- At the direction of the Secretary or in his absence or disability, an Assistant Secretary shall exercise the powers and duties of the Secretary. Section 3.07. The Treasurer and Assistant Treasurers. It shall be the duty of the Treasurer (a) to keep the Corporation's contracts, insurance policies, leases, deeds and other business records; (b) to see that the Corporation's lists, books, reports, statements, tax returns, certificates and other documents and records required by law are properly prepared, kept and filed; (c) to be the principal officer in charge of tax and financial matters, budgeting and accounting of the Corporation; (d) to have charge and custody of and be responsible for the Corporation's funds, securities and investments; (e) to receive and give receipts for checks, notes, obligations, funds and securities of the Corporation, and deposit monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as shall be designated by the Board of Directors; (f) to cause the funds of the Corporation to be disbursed by payment in cash or by checks or drafts upon the authorized depositories of the Corporation, and to cause to be taken and preserved proper vouchers for such disbursements; (g) to render to the Chief Executive Officer and the Board of Directors whenever they may require it an account of all his transactions as Treasurer, and reports as to the financial position and operations of the Corporation; (h) to keep appropriate, complete and accurate books and records of account of all the Corporation's business and transactions; and (i) to exercise all powers and duties incident to the office of Treasurer; and such further duties from time to time as may be prescribed in these Bylaws or by the Board of Directors, the Chief Executive Officer or the Executive Director. The Assistant Treasurers shall assist the Treasurer in the performance of his duties and shall also exercise such further powers and duties as from time to time may be prescribed by the Board of Directors, the Chairman and Chief Executive Officer, the Executive Director and Chief Operating Officer or the Treasurer. At the direction of the Treasurer or in his absence or disability, an Assistant Treasurer shall exercise the powers and duties of the Treasurer. Section 3.08. Vacancies. Any vacancy in any office or position by reason of death, resignation, removal, disqualification, disability or other cause shall be filled in the manner provided in this Article III for regular election or appointment to such office. Section 3.09. Delegation of Duties. The Board of Directors may in its discretion delegate for the time being the powers and duties, or any of them, of any officer to any other person whom it may select. -7- ARTICLE IV MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS -------------------------------------------------- Section 4.01. Execution of Notes, Checks, Contracts and Other Instruments. All notes, bonds, drafts, acceptances, checks, endorsements (other than for deposit), guarantees and all evidences of indebtedness of the Corporation whatsoever, and all deeds, mortgages, contracts and other instruments requiring execution by the Corporation, may be signed by the Chairman and Chief Executive Officer, the Executive Director and Chief Operating Officer, any Vice President or the Treasurer, and authority to sign any of the foregoing, which may be general or confined to specific instances, may be conferred by the Board of Directors upon any other person or persons. Any person having authority to sign on behalf of the Corporation may delegate, from time to time, by instrument in writing, all or any part of such authority to any other person or persons if authorized to do so by the Board of Directors, which authority may be general or confined to specific instances. Facsimile signatures on checks may be used if authorized by the Board of Directors. Section 4.02. Voting Securities Owned by Corporation. Securities owned by the Corporation and having voting power in any other corporation shall be voted by the Chairman and Chief Executive Officer, unless the Board confers authority to vote with respect thereto, which may be general or confined to specific investments, upon some other person. Any person authorized to vote such securities shall have the power to appoint proxies, with general power of substitution. ARTICLE V GENERAL PROVISIONS ------------------ Section 5.01. Offices. The principal business office of the Corporation shall be at the Heinz Family Office, 4440 USX Tower, Pittsburgh, Pennsylvania 15219. The Corporation may also have offices at such other places within or without the Commonwealth of Pennsylvania as the business of the Corporation may require. Section 5.02. Corporate Seal. The Board of Directors shall prescribe the form of a suitable corporate seal, which shall contain the full name of the Corporation and the year and state of incorporation. Section 5.03. Fiscal Year. The fiscal year of the Corporation shall end on such day as shall be fixed by the Board of Directors. Section 5.04. Annual Report. To the extent necessary, the Executive Director and Chief Operating Officer and Treasurer shall present an annual report to the Commonwealth of Pennsylvania -8- in accordance with Section 5553 of the Pennsylvania Nonprofit Corporation Law of 1988. Section 5.05. Gender. Use of the masculine gender is for convenience only and shall be deemed to include the feminine gender. ARTICLE VI AMENDMENTS ---------- Section 6.01. Amendments. These Bylaws may be amended, altered or repealed, and new bylaws may be adopted, by the Class A Permanent Director, or if none, by the Permanent Directors at any regular or special meeting. No provision of these Bylaws shall vest any property or contract right in any person. -9- -----END PRIVACY-ENHANCED MESSAGE-----