By-laws
of
Honeywell International Inc.
Amended as of
July 3, 2001
TABLE OF CONTENTS
ARTICLE I--OFFICES.........................................................................1
SECTION 1. Registered Office...........................................................1
SECTION 2. Other Offices...............................................................1
ARTICLE II--MEETINGS OF STOCKHOLDERS.......................................................1
SECTION 1. Place of Meetings...........................................................1
SECTION 2. Annual Meetings.............................................................1
SECTION 3. Special Meetings............................................................1
SECTION 4. Notice of Meetings..........................................................1
SECTION 5. Quorum......................................................................2
SECTION 6. Order of Business...........................................................2
SECTION 7. Voting......................................................................2
SECTION 8. Inspectors..................................................................2
ARTICLE III--DIRECTORS.....................................................................3
SECTION 1. Powers......................................................................3
SECTION 2. Number, Election and Terms..................................................3
SECTION 3. Advance Notice of Stockholder Business and Nominations......................3
SECTION 4. Place of Meetings...........................................................6
SECTION 5. Regular Meetings............................................................6
SECTION 6. Special Meetings............................................................6
SECTION 7. Notice of Meetings..........................................................6
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SECTION 8. Quorum and Manner of Acting..................................................7
SECTION 9. Resignation..................................................................7
SECTION 10. Removal of Directors........................................................7
SECTION 11. Compensation of Directors...................................................7
ARTICLE IV--COMMITTEES OF THE BOARD.........................................................7
SECTION 1. Appointment and Powers of Audit Committee....................................7
SECTION 2. Other Committees.............................................................8
SECTION 3. Action by Consent; Participation by Telephone or Similar Equipment...........8
SECTION 4. Changes in Committees; Resignations; Removals................................8
ARTICLE V--OFFICERS.........................................................................9
SECTION 1. Number and Qualifications....................................................9
SECTION 2. Resignations.................................................................9
SECTION 3. Removal......................................................................9
SECTION 4. Vacancies....................................................................9
SECTION 5. Chairman of the Board........................................................9
SECTION 6. Vice Chairman of the Board..................................................10
SECTION 7. Chief Executive Officer.....................................................10
SECTION 8. President...................................................................10
SECTION 9. Vice Presidents.............................................................10
SECTION 10. General Counsel............................................................10
SECTION 11. Treasurer..................................................................10
SECTION 12. Secretary..................................................................10
SECTION 13. Controller.................................................................11
SECTION 14. Bonds of Officers..........................................................11
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SECTION 15. Compensation...............................................................11
SECTION 16. Officers of Operating Companies or Divisions...............................11
ARTICLE VI--CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC........................................11
SECTION 1. Contracts...................................................................11
SECTION 2. Checks, etc.................................................................11
SECTION 3. Loans.......................................................................12
SECTION 4. Deposits....................................................................12
ARTICLE VII--CAPITAL STOCK.................................................................12
SECTION 1. Stock Certificates and Uncertificated Shares................................12
SECTION 2. List of Stockholders Entitled to Vote.......................................12
SECTION 3. Stock Ledger................................................................12
SECTION 4. Transfers of Capital Stock..................................................13
SECTION 5. Lost Certificates...........................................................13
SECTION 6. Fixing of Record Date.......................................................13
SECTION 7. Registered Owners...........................................................13
ARTICLE VIII--FISCAL YEAR..................................................................14
ARTICLE IX--SEAL...........................................................................14
ARTICLE X--WAIVER OF NOTICE................................................................14
ARTICLE XI--AMENDMENTS.....................................................................14
ARTICLE XII--EMERGENCY BY-LAWS.............................................................14
SECTION 1. Emergency Board of Directors................................................15
SECTION 2. Membership of Emergency Board of Directors..................................15
SECTION 3. Powers of the Emergency Board...............................................15
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SECTION 4. Stockholders' Meeting.......................................................15
SECTION 5. Emergency Corporate Headquarters............................................15
SECTION 6. Limitation of Liability.....................................................15
iv
By-laws
of
Honeywell International Inc.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of Honeywell
International Inc. (hereinafter called the Corporation) within the State of
Delaware shall be in the City of Wilmington, County of New Castle.
SECTION 2. Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as may
otherwise be required by law, in such other place or places, either within or
without the State of Delaware, as the Board of Directors of the Corporation
(hereinafter called the Board) may from time to time determine or the business
of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of Stockholders of the
Corporation shall be held at the registered office of the Corporation in the
State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.
SECTION 2. Annual Meetings. The annual meeting of Stockholders of the
Corporation for the election of directors and for the transaction of any other
proper business shall be held at 10:00 a.m. on the last Monday of April of each
year, or on such other date and at such other time as may be fixed by the Board.
If the annual meeting for the election of directors shall not be held on the day
designated, the Board shall cause the meeting to be held as soon thereafter as
convenient.
SECTION 3. Special Meetings. Special meetings of Stockholders, unless
otherwise provided by law, may be called at any time by the Board pursuant to a
resolution adopted by a majority of the then authorized number of directors (as
determined in accordance with Section 2 of Article III of these By-laws), or by
the Chief Executive Officer. Any such call must specify the matter or matters to
be acted upon at such meeting and only such matter or matters shall be acted
upon thereat.
SECTION 4. Notice of Meetings. Notice of each meeting of Stockholders,
annual or special, shall be in writing, shall state the place, date and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, the written
notice of any meeting shall be given not less than 10 nor more than 60 days
before the date of the meeting to each Stockholder entitled to vote at the
meeting. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the Stockholder at his address as it appears on the
records of the
Corporation. Unless (i) the adjournment is for more than 30 days, or (ii) the
Board shall fix a new record date for any adjourned meeting after the
adjournment, notice of an adjourned meeting need not be given if the time and
place to which the meeting shall be adjourned were announced at the meeting at
which the adjournment was taken.
SECTION 5. Quorum. At each meeting of Stockholders of the Corporation, the
holders of a majority of the shares of capital stock of the Corporation entitled
to vote at the meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law. In the absence of a quorum, the chairman of the meeting or a
majority in interest of those present in person or represented by proxy and
entitled to vote at the meeting may adjourn the meeting from time to time until
a quorum shall be present.
SECTION 6. Order of Business. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting.
SECTION 7. Voting. Except as otherwise provided in the Certificate of
Incorporation, at each meeting of Stockholders, every Stockholder of the
Corporation shall be entitled to one vote for every share of capital stock
standing in his name on the stock record of the Corporation (i) at the time
fixed pursuant to Section 6 of Article VII of these By-laws as the record date
for the determination of Stockholders entitled to vote at such meeting, or (ii)
if no such record date shall have been fixed, then at the close of business on
the day next preceding the day on which notice thereof shall be given. At each
meeting of Stockholders, except as otherwise provided by law or in the
Certificate of Incorporation or these By-laws, in all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy and entitled to vote on the subject matter shall
be the act of the Stockholders.
SECTION 8. Inspectors. In advance of any meeting of Stockholders, the Board
shall appoint one or more inspectors to act at the meeting and make a written
report thereof and may designate one or more alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at a
meeting, the chairman of the meeting shall appoint one or more inspectors to act
at the meeting. Each inspector shall take and sign such oath and perform such
duties as shall be required by law and may perform such other duties not
inconsistent therewith as may be requested by the Corporation.
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ARTICLE III
DIRECTORS
SECTION 1. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board. The Board may exercise all such
authority and powers of the Corporation and do all such lawful acts and things
as are not by law or otherwise directed or required to be exercised or done by
the Stockholders.
SECTION 2. Number, Election and Terms. The authorized number of directors
may be determined from time to time by vote of a majority of the then authorized
number of directors or by the affirmative vote of the holders of at least 80% of
the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class; provided, however, that such number shall not be
less than 13 nor more than 23, and that such number shall automatically be
increased by two in the event of default in the payment of dividends on the
Preferred Stock under the circumstances described in the Certificate of
Incorporation. The directors, other than those who may be elected by the holders
of the Preferred Stock of the Corporation pursuant to the Certificate of
Incorporation, shall be classified with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as determined by the Board, one class to be originally elected for a
term expiring at the annual meeting of Stockholders to be held in 1986, another
class to be originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1987, and another class to be originally elected for
a term expiring at the annual meeting of Stockholders to be held in 1988, with
the members of each class to hold office until their successors have been
elected and qualified. At each annual meeting of Stockholders, the successors of
the class of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of Stockholders held in
the third year following the year of their election. Except as otherwise
provided in the Certificate of Incorporation, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even if less than a quorum of the Board, or by a sole
remaining director. Any director elected in accordance with the preceding
sentence shall hold office until the annual meeting of Stockholders at which the
term of office of the class to which such director has been elected expires and
until such director's successor shall have been elected and qualified. No
decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director.
SECTION 3. Advance Notice of Stockholder Business and Nominations.
a) Annual Meeting of Stockholders.
(i) Nominations of persons for election to the Board of Directors
of the Corporation and the proposal of business to be considered by
the Stockholders may be made at an annual meeting of Stockholders as
follows:
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a) pursuant to the Corporation's notice of meeting;
b) by or at the direction of the Board of Directors; or
c) by any Stockholder of the Corporation who was a
Stockholder of record at the time of giving notice
provided for in this by-law, who is entitled to vote
at the meeting and who complied with the notice
procedures set forth in this by-law.
(ii) For nominations or other business to be properly brought
before an annual meeting by a Stockholder pursuant to clause c) of
paragraph (a)(i) of this by-law, the Stockholder must have given
timely notice thereof in writing to the Secretary, of the Corporation,
and such other business must be a proper matter for Stockholder
action. To be timely, a Stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not
later than the close of business on the 90th day nor earlier than the
close of business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days before
or more than 60 days after such anniversary date, notice by the
Stockholder to be timely must be so delivered not earlier than the
close of business on the 120th day prior to such annual meeting and
not later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made.
In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a
Stockholder's notice as described above. Such Stockholder's notice
shall set forth:
a) as to each person whom the Stockholder proposes to
nominate for election or reelection as a director, all
information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and Rule 14a-11 thereunder
(including such person's written consent to be named in the proxy
statement as a nominee and to serve as a director if elected);
b) as to any other business that the Stockholder proposes to
bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest
in such business of such Stockholder and the beneficial owner, if
any, on whose behalf the proposal is made; and
c) as to the Stockholder giving notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made
i) the name and address of such Stockholder, as they appear on
the Corporation's books, and of such beneficial owner and ii) the
class and number of shares of the Corporation which are owned
beneficially and of record by such Stockholder and such
beneficial owner.
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(iii) Notwithstanding anything in the second sentence of paragraph
(a)(ii) of this by-law to the contrary, in the event that the number of
directors to be elected to the Board of Directors of the Corporation is
increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors
made by the Corporation at least 100 days prior to the first anniversary of
the preceding year's annual meeting, a Stockholder's notice required by
this by-law shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following
the day on which such public announcement is first made by the Corporation.
a) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of Stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of
meeting. Nominations of persons for election to the Board of Directors
may be made at a special meeting of Stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (i)
by or at the direction of the Board of Directors or (ii) by any
Stockholder of the Corporation who is a Stockholder of record at the
time of giving of notice provided for in this by-law, who shall be
entitled to vote at the meeting and who complies with the notice
procedures set forth in this by-law. In the event the Corporation
calls a special meeting of Stockholders for the purpose of electing
one or more directors to the Board of Directors, any such Stockholder
may nominate a person or persons (as the case may be), for election to
such position(s) as specified in the Corporation's notice of meeting,
if the Stockholder's notice required by paragraph (a)(iii) of this
by-law shall be delivered to the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on
the 120th day prior to such special meeting and not later than the
close of business on the later of the 90th day prior to such special
meeting or the 10th day following the day on which public announcement
is first made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting. In
no event shall the public announcement of an adjournment of a special
meeting commence a new time period for the giving of a Stockholder's
notice as described above.
b) General.
(i) Only such persons who are nominated in accordance with
the procedures set forth in this by-law shall be eligible to
serve as directors and only such business shall be conducted at a
meeting of Stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this
by-law. Except as otherwise provided by law or the by-laws of the
Corporation, the
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Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be
brought before the meeting was made, or proposed, as the case may
be, in accordance with the procedures set forth in this by-law
and, if any proposed nomination or business is not in compliance
with this by-law, to declare that such defective proposal or
nomination shall be disregarded.
(ii) For purposes of this by-law, "public announcement"
shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the corporation with
the Securities and Exchange commission pursuant to Section 13, 14
or 15(d) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of this
by-law, a Stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this by-law.
Nothing in this by-law shall be deemed to affect any rights of a)
Stockholders to request inclusion in proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or b) the holders of any series of Preferred Stock
to elect directors under specified circumstances.
SECTION 4. Place of Meetings. Meetings of the Board shall be held at such
place, within or without the State of Delaware, as the Board may from time to
time determine or as shall be specified or fixed in the notice or waiver of
notice of any such meeting.
SECTION 5. Regular Meetings. Regular meetings of the Board shall be held in
accordance with a yearly meeting schedule as determined by the Board; or such
meetings may be held on such other days and at such other times as the Board may
from time to time determine. Notice of regular meetings of the Board need not be
given except as otherwise required by these By-laws.
SECTION 6. Special Meetings. Special meetings of the Board may be called by
the Chief Executive Officer and shall be called by the Secretary at the request
of any two of the other directors.
SECTION 7. Notice of Meetings. Notice of each special meeting of the Board
(and of each regular meeting for which notice shall be required), stating the
time, place and purposes thereof, shall be mailed to each director, addressed to
him at his residence or usual place of business, or shall be sent to him by
telex, cable or telegram so addressed, or shall be given personally or by
telephone, on 24 hours' notice, or such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the circumstances.
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SECTION 8. Quorum and Manner of Acting. The presence of at least a majority
of the authorized number of directors shall constitute a quorum for the
transaction of business at any meeting of the Board. If a quorum shall not be
present at any meeting of the Board, a majority of 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. Except where a
different vote is required by law or the Certificate of Incorporation or these
By-laws, the vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board. Any action required or
permitted to be taken by the Board may be taken without a meeting if all the
directors consent thereto in writing and the writing or writings are filed with
the minutes of proceedings of the Board. Any one or more directors may
participate in any meeting of the Board by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation by such means shall constitute
presence in person at a meeting of the Board.
SECTION 9. Resignation. Any director may resign at any time by giving
written notice to the Chairman of the Board, the Chief Executive Officer or the
Secretary, which notice shall be deemed to constitute notice to the Corporation.
Such resignation shall take effect upon receipt of such notice or at any later
time specified therein.
SECTION 10. Removal of Directors. Subject to the rights of the holders of
Preferred Stock, any director may be removed from office only for cause by the
affirmative vote of the holders of at least 80% of the voting power of all
shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.
SECTION 11. Compensation of Directors. The Board may provide for the
payment to any of the directors, other than officers or employees of the
Corporation, of a specified amount for services as a director or member of a
committee of the Board, or of a specified amount for attendance at each regular
or special Board meeting or committee meeting, or of both, and all directors
shall be reimbursed for expenses of attendance at any such meeting; provided,
however, that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
COMMITTEES OF THE BOARD
SECTION 1. Appointment and Powers of Audit Committee. The Board shall, by
resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Audit Committee of the Board, which shall
consist of such number of directors as the Board may determine and shall be
comprised solely of directors independent of management and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of independent judgment as a committee member. The Audit Committee
shall (i) make recommendations to the Board as to the independent accountants
to be
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appointed by the Board; (ii) review with the independent accountants the
scope of their examination; (iii) receive the reports of the independent
accountants and meet with representatives of such accountants for the purpose of
reviewing and considering questions relating to their examination and such
reports; (iv) review, either directly or through the independent accountants,
the internal accounting and auditing procedures of the Corporation and (v)
perform such other functions as may be assigned to it from time to time by the
Board. The Audit Committee may determine its manner of acting and fix the time
and place of its meetings, unless the Board shall otherwise provide. A majority
of the members of the Audit Committee shall constitute a quorum for the
transaction of business by the committee and the vote of a majority of the
members of the committee present at a meeting at which a quorum is present shall
be the act of the committee.
SECTION 2. Other Committees. The Board may, by the affirmative vote of a
majority of the authorized number of directors, designate members of the Board
to constitute an Executive Committee, a Management Development and Compensation
Committee and other committees of the Board, which shall in each case consist of
such number of directors as the Board may determine, and shall have and may
exercise, to the extent permitted by law, such powers and authority as the Board
may by resolution delegate to them and may authorize the seal of the Corporation
to be affixed to all papers which require it. Each such committee may determine
its manner of acting and fix the time and place of its meetings, unless the
Board shall otherwise provide. A majority of the members of any such committee
shall constitute a quorum for the transaction of business by the committee and
the vote of a majority of the members of such committee present at a meeting at
which a quorum is present shall be the act of the committee.
SECTION 3. Action by Consent; Participation by Telephone or Similar
Equipment. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent thereto in writing and the writing or writings
are filed with the minutes of proceedings of the committee. Unless the Board
shall otherwise provide, any one or more members of any committee may
participate in any meeting of the committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other. Participation by such means shall constitute
presence in person at a meeting of the committee.
SECTION 4. Changes in Committees; Resignations; Removals. The Board shall
have power, by the affirmative vote of a majority of the authorized number of
directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the Board. Any member of any such committee may
resign at any time by giving written notice to the Chairman of the Board, the
Chief Executive Officer, the Chairman of such committee or the Secretary, which
notice shall be deemed to constitute notice to the Corporation. Such resignation
shall take effect upon receipt of such notice or at any later time specified
therein. Any member of any such committee may be removed at any time, either
with or without cause, by the affirmative vote of a majority of the authorized
number of directors at any
8
meeting of the Board, provided such removal shall have been referred to in the
notice of such meeting.
ARTICLE V
OFFICERS
SECTION 1. Number and Qualifications. The officers of the Corporation may
include a Chairman of the Board, Vice Chairman of the Board, Chief Executive
Officer, President, one or more Vice Presidents, General Counsel, Treasurer,
Secretary and Controller; provided, however, that any one or more of the
foregoing offices may remain vacant from time to time, except as otherwise
required by law. So far as practicable, the officers shall be elected annually
on the day of the annual meeting of Stockholders. Each officer shall hold office
until the next annual election of officers and until his successor is elected
and qualified, or until his death or retirement, or until he shall have resigned
or been removed in the manner hereinafter provided. The same person may hold
more than one office. The Chairman of the Board, the Vice Chairman of the Board,
the Chief Executive Officer and the President shall be elected from among the
directors. The Board may from time to time elect or appoint such other officers
or agents as may be necessary or desirable for the business of the Corporation.
Such other officers and agents shall have such titles and duties and shall hold
their offices for such terms as may be prescribed by the Board. The Chief
Executive Officer may appoint one or more Deputy, Associate or Assistant
officers, or such other agents as may be necessary or desirable for the business
of the Corporation. In case one or more Deputy, Associate or Assistant officers
shall be appointed, the officer such appointee assists may delegate to him the
authority to perform such of the officer's duties as the officer may determine.
SECTION 2. Resignations. Any officer may resign at any time by giving
written notice to the Chairman of the Board, the Chief Executive Officer or the
Secretary, which notice shall be deemed to constitute notice to the Corporation.
Such resignation shall take effect upon receipt of such notice or at any later
time specified therein.
SECTION 3. Removal. Any officer or agent may be removed, either with or
without cause, at any time, by the Board at any meeting, provided such removal
shall have been referred to in the notice of such meeting; provided, further,
that the Chief Executive Officer may remove any agent appointed by the Chief
Executive Officer.
SECTION 4. Vacancies. Any vacancy among the officers, whether caused by
death, resignation, removal or otherwise, shall be filled in the manner
prescribed for election to such office.
SECTION 5. Chairman of the Board. The Chairman of the Board shall, if
present, preside at all meetings of the Board and, in the absence of the Chief
Executive Officer, at all meetings of the Stockholders. He shall perform the
duties incident to the office of the Chairman of the Board and all such other
duties as are specified in these By-laws or as shall be assigned to him from
time to time by the Board.
9
SECTION 6. Vice Chairman of the Board. The Vice Chairman of the Board
shall, if present, preside at all meetings of the Board at which the Chairman of
the Board shall not be present and at all meetings of the Stockholders at which
neither the Chief Executive Officer nor the Chairman of the Board shall be
present. He shall perform such other duties as shall be assigned to him from
time to time by the Board or the Chief Executive Officer.
SECTION 7. Chief Executive Officer. The Chief Executive Officer shall, if
present, preside at all meetings of the Stockholders. He shall have, under the
control of the Board, general supervision and direction of the business and
affairs of the Corporation. He shall at all times see that all resolutions or
determinations of the Board are carried into effect. He may from time to time
appoint, remove or change members of and discharge one or more advisory
committees, each of which shall consist of such number of persons (who may, but
need not, be directors or officers of the Corporation), and have such advisory
duties, as he shall determine. He shall perform the duties incident to the
office of the Chief Executive Officer and all such other duties as are specified
in these By-laws or as shall be assigned to him from time to time by the Board.
SECTION 8. President. The President shall be the chief operating officer of
the Corporation and shall perform such duties as shall be assigned to him from
time to time by the Board or the Chief Executive Officer.
SECTION 9. Vice Presidents. The Board shall, if it so determines, elect one
or more Vice Presidents (with such additional titles as the Board may
prescribe), each of whom shall perform such duties as shall be assigned to him
from time to time by the Chief Executive Officer or such other officer to whom
the Vice President reports.
SECTION 10. General Counsel. The General Counsel shall be the chief legal
officer of the Corporation and the head of its legal department. He shall, in
general, perform the duties incident to the office of General Counsel and all
such other duties as may be assigned to him from time to time by the Chief
Executive Officer.
SECTION 11. Treasurer. The Treasurer shall have charge and custody of all
funds and securities of the Corporation, shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation, shall
deposit all funds of the Corporation in such depositaries as may be designated
pursuant to these By-laws, shall receive, and give receipts for, moneys due and
payable to the Corporation from any source whatsoever, shall disburse the funds
of the Corporation and shall render to all regular meetings of the Board, or
whenever the Board may require, an account of all his transactions as Treasurer.
He shall, in general, perform all the duties incident to the office of Treasurer
and all such other duties as may be assigned to him from time to time by the
Chief Executive Officer or such other officer to whom the Treasurer reports.
SECTION 12. Secretary. The Secretary shall, if present, act as secretary of
all meetings of the Board, the Executive Committee and other committees of the
Board and the Stockholders and shall have the duty to record the proceedings of
such meetings in one or
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more books provided for that purpose. He shall see that all notices are duly
given in accordance with these By-laws and as required by law, shall be
custodian of the seal of the Corporation and shall affix and attest the seal to
all documents to be executed on behalf of the Corporation under its seal. He
shall, in general, perform all the duties incident to the office of Secretary
and all such other duties as may be assigned to him from time to time by the
Chief Executive Officer or such other officer to whom the Secretary reports.
SECTION 13. Controller. The Controller shall have control of all the books
of account of the Corporation, shall keep a true and accurate record of all
property owned by it, its debts and of its revenues and expenses, shall keep all
accounting records of the Corporation (other than the accounts of receipts and
disbursements and those relating to the deposit or custody of funds and
securities of the Corporation, which shall be kept by the Treasurer) and shall
render to the Board, whenever the Board may require, an account of the financial
condition of the Corporation. He shall, in general, perform all the duties
incident to the office of Controller and all such other duties as may be
assigned to him from time to time by the Chief Executive Officer or such other
officer to whom the Controller reports.
SECTION 14. Bonds of Officers. If required by the Board, any officer of the
Corporation shall give a bond for the faithful discharge of his duties in such
amount and with such surety or sureties as the Board may require.
SECTION 15. Compensation. The salaries of the officers shall be fixed from
time to time by the Board; provided, however, that the Chief Executive Officer
may fix or delegate to others the authority to fix the salaries of any agents
appointed by the Chief Executive Officer.
SECTION 16. Officers of Operating Companies or Divisions. The Chief
Executive Officer shall have the power to appoint, prescribe the terms of
office, the responsibilities and duties and salaries of, and remove, the
officers of the operating companies or divisions other than those who are
officers of the Corporation.
ARTICLE VI
CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.
SECTION 1. Contracts. The Board may authorize any officer or officers,
agent or agents, in the name and on behalf of the Corporation, to enter into any
contract or to execute and deliver any instrument, which authorization may be
general or confined to specific instances; and, unless so authorized by the
Board, no officer, agent or employee shall have any power or authority to bind
the Corporation by any contract or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or for any amount.
SECTION 2. Checks, etc. All checks, drafts, bills of exchange or other
orders for the payment of money out of the funds of the Corporation, and all
notes or other evidences of indebtedness of the Corporation, shall be signed in
the name and on behalf of the Corporation in such manner as shall from time to
time be authorized by the Board, which authorization may be general or confined
to specific instances.
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SECTION 3. Loans. No loan shall be contracted on behalf of the Corporation,
and no negotiable paper shall be issued in its name, unless authorized by the
Board, which authorization may be general or confined to specific instances. All
bonds, debentures, notes and other obligations or evidences of indebtedness of
the Corporation issued for such loans shall be made, executed and delivered as
the Board shall authorize, which authorization may be general or confined to
specific instances.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as may be selected by or in the
manner designated by the Board. The Board or its designees may make such special
rules and regulations with respect to such bank accounts, not inconsistent with
the provisions of these By-laws, as may be deemed expedient.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Stock Certificates and Uncertificated Shares. The shares of the
Corporation may be represented by certificates or may be uncertificated. Each
Stockholder shall be entitled to have, in such form as shall be approved by the
Board, a certificate or certificates signed by the Chairman of the Board or the
Vice Chairman of the Board 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 of capital stock of the Corporation owned by
such Stockholder. Any or all of the signatures on any such certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any such certificate shall have
ceased to be such before such certificate is issued, such certificate may be
issued by the Corporation with the same effect as if such officer, transfer
agent or registrar had been such at the date of its issue. Absent a specific
request for such a certificate by the registered owner or transferee thereof,
all shares may be uncertificated upon the original issuance thereof by the
Corporation or upon surrender of the certificate representing such shares to the
Corporation or its transfer agent.
SECTION 2. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
or cause to have prepared, at least 10 days before every meeting of
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 at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any Stockholder of the
Corporation who is present.
SECTION 3. Stock Ledger. The stock ledger of the Corporation shall be the
only evidence as to who are the Stockholders entitled to examine the stock
ledger, the list required
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by Section 2 of this Article VII or the books of the Corporation, or to vote in
person or by proxy at any meeting of Stockholders.
SECTION 4. Transfers of Capital Stock. Transfers of shares of capital stock
of the Corporation shall be registered on the stock record of the Corporation,
and if requested by the registered owner or transferee thereof, a new
certificate shall be issued to the person entitled thereto, upon presentation
and surrender, with a request to register transfer, of the certificate or
certificates representing the shares properly endorsed by the holder of record
or accompanied by a separate document signed by the holder of record containing
an assignment or transfer of the shares or a power to assign or transfer the
shares or upon presentation of proper transfer instructions from the holder of
record of uncertificated shares. The Board may make such additional rules and
regulations as it may deem expedient concerning the issue and transfer of
certificates representing shares of the capital stock of the Corporation.
SECTION 5. Lost Certificates. The Corporation may issue uncertificated
shares, or if requested by the registered owner, a new certificate or cause a
new certificate to be issued, in place of any certificate 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 to be lost,
stolen or destroyed. The Corporation may require the owner of such lost, stolen
or destroyed certificate, or his legal representative, to give the Corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.
SECTION 6. Fixing of Record Date. 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, the Board may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board and which record date shall not be more than
60 nor less than 10 days before the date of such meeting. 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 may fix a new record date for the adjourned meeting. In order
that the Corporation may determine the Stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the
Stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of capital stock or for the purpose of any other lawful
action, the Board may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted, and which
record date shall be not more than 60 days prior to such action.
SECTION 7. Registered Owners. Prior to due presentment for registration of
transfer of a certificate representing shares of capital stock of the
Corporation or of proper transfer instructions with respect to uncertificated
shares, the Corporation may treat the registered owner of such shares as the
person exclusively entitled to vote, to receive dividends, to receive
notifications, and otherwise to exercise all the rights and powers of an owner
of such shares, except as otherwise provided by law.
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ARTICLE VIII
FISCAL YEAR
The Corporation's fiscal year shall coincide with the calendar year.
ARTICLE IX
SEAL
The Corporation's seal shall be circular in form and shall include the
words "Honeywell International Inc., Delaware, 1985, Seal."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required by law, the Certificate of Incorporation or
these By-laws, to be given to any director, member of a committee or
Stockholder, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
ARTICLE XI
AMENDMENTS
These By-laws or any of them may be amended or supplemented in any respect
at any time, either (a) at any meeting of Stockholders, provided that any
amendment or supplement proposed to be acted upon at any such meeting shall have
been described or referred to in the notice of such meeting, or (b) at any
meeting of the Board, provided that any amendment or supplement proposed to be
acted upon at any such meeting shall have been described or referred to in the
notice of such meeting or an announcement with respect thereto shall have been
made at the last previous Board meeting, and provided further that no amendment
or supplement adopted by the Board shall vary or conflict with any amendment or
supplement adopted by the Stockholders. Notwithstanding the preceding sentence,
the affirmative vote of the holders of at least 80% of the voting power of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend or repeal, or adopt any provisions inconsistent with,
Section 3 of Article II of these By-laws, Sections 2 or 10 of Article III of
these By-laws, or this sentence.
ARTICLE XII
EMERGENCY BY-LAWS
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SECTION 1. Emergency Board of Directors. In case of an attack on the United
States or on a locality in which the Corporation conducts its business or
customarily holds meetings of the Board or the Stockholders, or during any
nuclear or atomic disaster, or during the existence of any catastrophe, or other
similar emergency condition, as a result of which a quorum of the Board or a
committee thereof cannot readily be convened for action in accordance with the
provisions of the By-laws, the business and affairs of the Corporation shall be
managed by or under the direction of an Emergency Board of Directors
(hereinafter called the Emergency Board) established in accordance with Section
2 of this Article XII.
SECTION 2. Membership of Emergency Board of Directors. The Emergency Board
shall consist of at least three of the following persons present or available at
the Emergency Corporate Headquarters determined according to Section 5 of this
Article XII: (i) those persons who were directors at the time of the attack or
other event mentioned in Section 1 of this Article XII, and (ii) any other
persons appointed by such directors to the extent required to provide a quorum
at any meeting of the Board. If there are no such directors present or available
at the Emergency Corporate Headquarters, the Emergency Board shall consist of
the three highest-ranking officers or employees of the Corporation present or
available and any other persons appointed by them.
SECTION 3. Powers of the Emergency Board. The Emergency Board will have the
same powers as those granted to the Board in these By-laws, but will not be
bound by any requirement of these By-laws which a majority of the Emergency
Board believes impracticable under the circumstances.
SECTION 4. Stockholders' Meeting. At such time as it is practicable to do
so the Emergency Board shall call a meeting of Stockholders for the purpose of
electing directors. Such meeting will be held at a time and place to be fixed by
the Emergency Board and pursuant to such notice to Stockholders as it is deemed
practicable to give. The Stockholders entitled to vote at the meeting, present
in person or represented by proxy, shall constitute a quorum.
SECTION 5. Emergency Corporate Headquarters. Emergency Corporate
Headquarters shall be at such location as the Board or the Chief Executive
Officer shall determine prior to the attack or other event, or if not so
determined, at such place as the Emergency Board may determine.
SECTION 6. Limitation of Liability. No officer, director or employee
acting in accordance with the provisions of this Article XII shall be liable
except for willful misconduct.
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