According to Article III of the Bylaws of Ocean Spray, "special meetings of the Stockholders may be held within or without the State of Delaware, at such a time and place and for such purposes as shall be specified in a call for such meeting made by resolution of the Board of Directors or by a writing filed by the Secretary signed by the Chairman of the Board of Directors or by Stockholders who hold at least one-tenth part in interest of the Capital Stock outstanding and entitled to vote at such a meeting."  As set forth in Article IV, appropriate notice must be given at least 20 but not more than 30 days before the date of the meeting. As set forth in Article V, Stockholders may vote in person or by proxy.

Article XV, "Removals and Resignations" reads as follows:

"The Stockholders may, at any meeting called for the purpose, by a vote of the majority of the Capital Stock entitled to vote thereon, remove from office any Director of the Corporation. The Board of Directors may, at any meeting called for the purpose, by vote of the majority of their entire number remove from office any Officer of the Corporation. The Board of Directors may, at any meeting, by a vote of the majority of Directors present at such meeting, accept the resignation of any Officer or Director or remove or accept the resignation of any agent or factor or any member of any committee appointed by the Board of Directors or by any committee of the Board of Directors or by any Officer, agent or factor of the Corporation."

Vacancies created by removal of a Director (Article XVI) can be filled either by a vote of the majority of the Stockholders at any meeting or a majority of the remaining Directors.

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