{"id":41429,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-avon-products-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-avon-products-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-avon-products-inc.html","title":{"rendered":"By-Laws &#8211; Avon Products, Inc."},"content":{"rendered":"<pre>\n\n                                                         December 2, 1999\n\n\n                                     BY-LAWS\n\n                                        OF\n\n                                 AVON PRODUCTS, INC.\n\n\n                                    ARTICLE I\n\n                                    OFFICES\n\n     Section 1.   Location.   The principal office of the corporation shall\nbe located in the City of New York, County of New York.  The post office \naddress to which the Secretary of State shall mail a copy of any process \nagainst the corporation served upon him is 1345 Avenue of the Americas, New\nYork, New York 10105.\n\n     The corporation may also have other offices at such places either\nwithinor without the State of New York as the board of directors may from\ntime to time designate or the business of the corporation may require.\n\n\n                                    ARTICLE II\n\n                             MEETINGS OF SHAREHOLDERS\n\n     Section 1.   Annual Meeting.   The annual meeting of the shareholders of\nthe corporation, for the election of directors and the transaction of such \nother business as may properly come before said meeting, shall be held \nannually at such place within or without the State of New York as may from \ntime to time be designated by the directors and set forth in the notice of\nthe meeting.  The meeting shall be held on the first Thursday in May or on\nsuch other date during the months of April or May in each year as may from\ntime to time be designated by the directors and set forth in the notice of\nthe meeting.  The chairman of the board of directors, or another member of\nthe board of directors appointed by the chairman, shall be the presiding\nofficer at every meeting of the shareholders of the corporation.\n\n\n\n\n\n\n     Section 2.   Special Meetings.   Special meetings of shareholders, \nunless otherwise prescribed by law, may be called for any purpose or purposes\nat any time by the chairman of the board or the president or by the order of\nthe board of directors, and special meetings of shareholders prescribed by\nlaw for the election of directors shall be called by the board or by the\nsecretary or an assistant secretary upon demand as prescribed by law.  Such\nmeetings shall, except as otherwise prescribed by law, be held at such time\nand placewithin or without the State of New York as shall be designated by\nthe person, or in the order of the board of directors, calling such meeting.\n\n     Section 3.   Notice of Meetings.   A copy of the notice of every annual\nand special meeting of shareholders, other than any meeting the giving of \nnotice of which is otherwise prescribed by law, stating the place, date and \nhour thereof, and in the case of any special meeting, indicating that it is \nbeing issued by or at the direction of the person or persons calling the \nmeeting and setting forth the purposes for which the meeting  is called, shall\nbe given personally, electronically, or mailed, at least ten but not more than\nfifty days before such meeting, to each shareholder of record entitled to vote\nthereat.  If sent electronically, such notice shall be directed to the e-mail\naddress provided by the shareholder in writing.  If mailed, such copy shall b\ndeposited in the United States mail with postage thereon prepaid, directed to\neach such shareholder at his address as the same appears on the record of \nshareholders of the corporation or, if he shall have filed with the secretary\nof the corporation a written request that notices to him be mailed to some \nother address, then directed to him at such other address.  If any meeting,\nannual or special, action is proposed to be taken which would, if taken, \nentitle shareholders fulfilling the requirements of law to receive payment for\ntheir shares, the notice of the meeting shall include a statement of that \npurpose and to that effect.\n\n     Section 4.   Quorum.   At all meetings of shareholders, except as \notherwise expressly provided by law, there shall be present either in person\nor by proxy shareholders of record holding at least a majority of the shares\nentitled to vote at such meetings in order to constitute a quorum, but less \nthan a quorum shall have the power to adjourn any meeting until a quorum shall\nbe present.  The presiding officer at any meeting of shareholders may adjourn\nsuch meeting at any time for the purpose of determining whether a quorum is \npresent or for any other reason.  When a quorum is once present to organize a\nmeeting, it is not broken by the subsequent withdrawal of any shareholders.\n\n\n\n\n     Section 5.   Voting.   At every meeting of shareholders every \nshareholder of record shall be entitled to one vote for every share standing\nin his name on the record of shareholders on any matter to be voted upon at\nsuch meeting, unless otherwise provided in the certificate of incorporation,\nand may exercise such voting right either in person or by proxy, except that\nno proxy shall be voted on after eleven months from its date unless otherwise\nprovided in the proxy. As provided in the certificate of incorporation, at all\nelections of directors each shareholder shall be entitled to as many votes as\nshall equal the number of votes which (except for such provision) he would be \nentitled to cast for the election of directors with respect to his shares, \nmultiplied by the number of directors to be elected, and he may cast all of \nsuch votes for a single director or may distribute them among the number to be\nvoted for, or any two or more of them, as he may see fit.  No share of stock \nshall be voted at any meeting by any person other than (i) the owner thereof \nregistered as such on the corporation's books on the record date fixed by the\ndirectors, or (ii) the duly appointed proxy of such registered owner.  Any \nvote for directors and\/or proposals that shall be presented at a shareholders'\nmeeting may be by written, telephonic or electronic means.  This includes, but\nis not limited to, written ballots, telegrams, cablegrams, facsimile or \ninternet transmissions, provided that such electronic transmissions are \nsubmitted with proof that such electronic transmission is authorized by the \nshareholder.\n\n     Section 6.   Inspectors of Voting.   The board of directors, in advance \nof any shareholders' meeting, may appoint one or more inspectors to act at the\nmeeting or any adjournment thereof.  If inspectors are not so appointed, the \nperson presiding at a shareholders' meeting may, and on the request of any \nshareholder entitled to vote thereat shall, appoint one or more inspectors.\nIn case any person appointed fails to appear or act, the vacancy may be filled\nby appointment made by the board of directors in advance of the meeting or at \nthe meeting by the person presiding thereat.  Inspectors, none of whom shall \nbe an officer, director or a candidate for the office of director, shall \ndetermine the number of shares outstanding and the voting power of each, the \nshares represented at the meeting, the existence of a quorum, the validity and\neffect of proxies, and shall determine and report to the meeting as to the \nresults of all voting (by ballot or otherwise) on all matters submitted to a \nvote at the meeting.  Each inspector, before entering upon the discharge of \nhis duties, shall take and sign an oath faithfully to execute the duties of \ninspector at such meeting with strict impartiality and according to the best\nof his ability.\n\n\n\n     Section 7.   Voting List of Shareholders.   A list of shareholders as of\nthe record date, certified by the corporate officer responsible for its \npreparation or by a transfer agent, shall be produced at any meeting of \nshareholders upon the request thereat or prior thereto of any shareholder.  If\nthe right to vote at any meeting is challenged, the inspectors of election, or\nperson presiding thereat, shall require such list of shareholders to be \nproduced as evidence of the right of the persons challenged to vote at such \nmeeting, and all persons who appear from such list to be shareholders entitled\nto vote thereat may vote at such meeting.\n\n     Section 8.   Conduct of Meetings of Shareholders.   Subject to the \nfollowing and any other provisions of the corporation's certificate of \nincorporation or by-laws, meetings of shareholders generally shall follow \naccepted rules of parliamentary procedure, as determined by the presiding \nofficer at such meeting.\n\n     (a)  The presiding officer of the meeting shall have absolute authority\nover matters of procedure, and there shall be no appeal from the ruling of the\npresiding officer.  If the presiding officer, in his absolute discretion, \ndeems it advisable to dispense with the rules of parliamentary procedure as to\nany meeting or any part thereof, the presiding officer shall so state and \nshall also state the rules under which the meeting or any part thereof shall \nbe conducted.\n\n     (b)  In order to prevent disruption or disorder which could interfere \nwith the conduct of the business of the meeting or for any other reason deemed\nnecessary or advisable, the presiding officer at any meeting may, in his sole\ndiscretion, quit the chair and announce the adjournment of the meeting; and \nupon his so doing, the meeting is thereupon adjourned.\n\n     (c)  Any other motion for adjournment, if otherwise properly made, \nother than a motion to adjourn at the close of business of the meeting or a \nmotion to adjourn for the purpose of tabulating votes or proxies, shall be \ndisposed of by a per share vote.\n\n     (d)  The presiding officer of the meeting may require that any person \nnot a bona fide shareholder of record or the proxy of a bona fide shareholder\nof record leave the meeting.\n\n     (e)  A resolution or motion shall be considered for a vote at a meeting\nonly if (i) proposed by a bona fide shareholder of record or a duly authorized\nproxy of such a \n\n\n\nshareholder of record, (ii) seconded by a bona fide shareholder of record or a\nduly authorized proxy of such a shareholder of record (other than the \nindividual proposing the resolution or motion) and (iii) such resolution or \nmotion is ruled in order by the presiding officer of the meeting in his sole \ndiscretion, which order shall not be appealable.\n\n     (f)  At any meeting called for the election of directors, the polls \nshall be opened and closed at the times and in the manner directed by the \npresiding officer of such meeting.  Once the presiding officer has announced\nthe closing of the polls, no further voting shall be permitted.\n\n     Section 9.   Notice of Proposed Shareholder Business.   \n\n     (a)  A proposal of business to be considered by the shareholders at an \nannual meeting of shareholders ('annual meeting') may be made (i) pursuant to\nthe corporation's notice of meeting, (ii) by or at the direction of the board\nof directors or (iii) by any shareholder of the corporation who was a \nshareholder of record at the time of giving notice provided for in this \nSection 9, who is entitled to vote at the meeting and who complies with the \nnotice procedures set forth in this Section 9.\n\n     (b)  For an item of business to be properly brought before an annual \nmeeting by a shareholder pursuant to clause (iii) of paragraph (a) of this \nSection 9, the shareholder must have given timely notice thereof in writing to\nthe secretary of the corporation and such item of business must otherwise be a\nproper matter for shareholder action.  To be timely, a shareholder's notice \nshall be delivered to the secretary at the principal office of the corporation\nnot later than the close of business on the 90th day nor earlier than the \nclose of business on the 120th day prior to the first anniversary of the \npreceding year's annual meeting.  In the event that the date of the annual \nmeeting is more than 30 days before or more than 60 days after such \nanniversary date, notice by the shareholder to be timely must be so delivered\nnot earlier than the close of business on the 120th day prior to such annual \nmeeting and not later than the close of business on the later of the 90th day \nprior to such annual meeting or the 10th day following the day on which public\nannouncement of the date of such meeting is first made by the corporation.  In\nno event shall the public announcement of an adjournment of an annual meeting\ncommence a new time period for the giving of a shareholder's notice as \ndescribed above.  Such shareholder's notice shall set forth (i) a brief \ndescription of the business desired to be brought before the meeting, the \nreasons for considering such business at the meeting and any \n\n\nmaterial interest in such business of such shareholder and the beneficial \nowner, if any, on whose behalf the proposal is made and (ii) as to the \nshareholder giving the notice and the beneficial owner, if any, on whose \nbehalf the proposal is made, (A) the name and address of such shareholder, as\nthey appear on the corporation's books, and of such beneficial owner, and (B)\nthe class and number of shares of the corporation which are owned beneficially\nand of record by such shareholder and such beneficial owner.\n\n     (c)  Only such business shall be conducted at an annual meeting as \nshall have been brought before the meeting in accordance with the procedures\nset forth in this Section 9.   Except as otherwise provided by law, the \npresiding officer of the meeting shall have the power and duty to determine \nwhether any business proposed to be brought before the meeting was made or \nproposed, as the case may be, in accordance with the notice procedures set \nforth in this Section 9 and, if any proposed business is not in compliance \nwith this Section 9, to declare that such proposal shall be disregarded.\n\n     (d)  For purposes of this Section 9, 'public announcement' shall mean\ndisclosure in a press release reported by the Dow Jones News Service, \nAssociated Press or comparable national news service or in a document publicly\nfiled by the corporation with the Securities and Exchange Commission pursuant\nto Section 13, 14 or 15(d) of the Securities and Exchange Act of 1934, as \namended (the 'Exchange Act').\n\n     (e)  Notwithstanding the foregoing provisions of this Section 9, a \nshareholder shall also comply with all applicable requirements of the Exchange\nAct and the rules and regulations thereunder with respect to the matters set\nforth in this Section 9. Nothing in this Section 9 shall be deemed to \nadversely affect any rights of shareholders to request inclusion of proposals\nin the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange\nAct.\n\n                                       ARTICLE III\n\n                                       DIRECTORS\n\n     Section 1.   Number, Election and Terms.   The number of the directors \nconstituting the entire board of directors shall be not less than ten (10) nor\nmore than twenty (20).  Subject to such limitation the number shall be fixed \nby the board of \n\n\n\n\ndirectors.  The directors shall be classified, with respect to the time for \nwhich they shall severally hold office, into three classes, as nearly equal in \nnumber as possible, as determined by the board of directors of the \ncorporation, one class originally elected for a term expiring at the annual \nmeeting of shareholders held in 1987, another class originally elected for a \nterm expiring at the annual meeting of shareholders held in 1988, and another\nclass originally elected for a term expiring at the annual meeting of \nshareholders held in 1989, with each director to hold office until his or her \nsuccessor is duly elected and qualified.  At each annual meeting of \nshareholders of the corporation, the successors of the class of directors \nwhose term expires at that meeting shall be elected to hold office for a term \nexpiring at the annual meeting of shareholders held in the first, second or \nthird year following the year of their election.\n\n     Except as otherwise provided by law, by the certificate of \nincorporation, or by the by-laws of this corporation, the directors in each \nclass shall be elected by ballot at the applicable annual meeting of \nshareholders by a plurality of the votes of the shareholders cast in person or\nby proxy at such election.  In voting for the election of directors, \nshareholders shall be entitled to cumulative voting.  Each director shall be \nelected to serve until the expiration of his or her term or until his or her \nsuccessor shall have been elected and qualified except in the event of the \ndeath, resignation or removal or the earlier termination of the term of office\nof any such director.  Each director shall be at least 21 years of age.  It is\nnot necessary for a director to be a shareholder of the corporation.\n\n     Section 2.   Newly Created Directorships and Vacancies.   Newly created\ndirectorships resulting from any increase in the number of directors and any \nvacancies on the board of directors resulting from death, resignation, \ndisqualification, removal or other cause shall be filled only by the \naffirmative vote of a majority of the remaining directors then in office, even\nthough less than a quorum of the board of directors.  Any director elected in \naccordance with the preceding sentence shall hold office until the next \nmeeting of shareholders at which the election of directors is in the regular \norder of business, and until such director's successor shall have been duly \nelected and qualified.  No decrease in the number of directors constituting \nthe board of directors shall shorten the term of any incumbent director.\n\n     Section 3.   Removal.   Any director, or the entire board of directors,\nmay be removed from office at any time only for cause and only by the \naffirmative vote of the holders of at least eighty percent of the voting power\nof all shares of the corporation entitled to vote generally in the election of\ndirectors, voting together as a single class.\n\n\n\n     Section 4.   Powers and Duties of the Board of Directors.   Except as \notherwise provided by law or by the certificate of incorporation, the business\nof the corporation shall be managed by the board of directors, which may adopt \nsuch rules and regulations for that purpose and for the conduct of its \nmeetings as it may deem proper.  The board of directors may have one or more \noffices and keep the books, records and minutes of the corporation, except \nsuch records as are required to be kept in the State of New York, at such \nplaces as it may from time to time determine.  Any of such records may be in \nwritten form or in any other form capable of being converted into written form\nwithin a reasonable time.  In addition to the powers and authority expressly \nconferred upon it by these by-laws, the board of directors may exercise all \nsuch powers of the corporation and do all such lawful acts and things as are \nallowed by the certificate of incorporation or by law.\n\n     Section 5.   First Meeting of the Board of Directors.   The first \nmeeting of the board of directors to be held after an annual meeting of \nshareholders for the election of directors shall be called and held for the \npurposes of organization, the election or appointment of officers and the \ntransaction of such other business as may be stated in the notice thereof.\nThe first meeting shall be held at such time and place as shall be fixed in \nwritten notice mailed to each newly elected director at his last known post \noffice address at least two days prior to such meeting.\n\n     Section 6.   Regular Meetings.   Regular meetings of the board of \ndirectors shall be held at such time and place within or without the State of\nNew York as may be determined by resolution of the board, and no notice shall\nbe required for any regular meeting.  Except as otherwise provided by law, any\nbusiness may be transacted at any regular meeting.\n\n     Section 7.   Special Meetings.   Special meetings of the board of \ndirectors may, unless otherwise prescribed by law, be called from time to time\nby the chairman of the board or the president.  Upon the written request \ndirected to the chairman of the board, president or the secretary of a \nmajority of the directors stating the time, place and purposes of such special \nmeeting, the chairman of the board, president or the secretary shall call a \nspecial meeting of the board of directors.  Special meetings of the board of \ndirectors shall be held at the place where regular meetings of the board are \nheld unless otherwise fixed by the board.\n\n     Section 8.   Notice of Special Meetings.   Notice of the time, place and \npurpose of each special meeting of the board of directors, other than any \nmeeting the \n\n\n\ngiving of notice of which is otherwise prescribed by law, shall be given to \neach director at least two hours prior to such meeting.  For the purpose of \nthis Section, notice will be deemed to be duly given to a director if given to \nhim orally (including by telephone) or if such notice be delivered to such \ndirector in person or be mailed, sent by facsimile transmission, or cabled to \nhis address as it appears upon the books of the corporation or to the address \nlast made known in writing to the secretary of the corporation by such \ndirector as the address to which such notices are to be given.\n\n     Section 9.   Quorum.   At each meeting of the board of directors, one-\nhalf (1\/2) of the entire board shall constitute a quorum for the transaction \nof business, except as provided in Section 2 of this Article III but less than \na quorum may, without notice other than announcement at the meeting, adjourn a \nmeeting until a quorum shall be present.  Every act of a majority of the \ndirectors present at any meeting or adjourned session of a meeting at which \nthere is a quorum shall be the act of the board of directors.\n\n     Section 10.   Compensation of Directors and Members of Committees.  The \nboard of directors may from time to time, in its discretion, fix the amount \nwhich shall be payable to members of the board of directors and to members of \nany committee for attendance at the meetings of the board or of such committee \nand for services rendered to the corporation.  A director or member of the \ncommittee may serve the corporation in any other capacity and receive \ncompensation therefor.\n\n     Section 11.   Meetings by Communication Equipment.   The board of \ndirectors or any committee of the board may hold a meeting by means of \nconference telephone or similar communications equipment allowing all persons \nparticipating in the meeting to hear each other at the same time.  \nParticipation by such means shall constitute presence in person at the \nmeeting.\n\n     Section 12.   Nomination of Director Candidates.   Nominations for the \nelection of directors may be made by the board of directors or a proxy \ncommittee appointed by the board of directors or by any shareholder entitled \nto vote in the election of directors generally.  However, any shareholder \nentitled to vote in the election of directors generally may nominate one or \nmore persons for election as directors at a meeting only if written notice of \nsuch shareholder's intent to make such nomination is given to the secretary of \nthe corporation not later than (i) with respect to an election to be held at \nan annual meeting of shareholders, 60 days in advance of such meeting, and \n(ii) with respect to an election to be held at a special meeting of \nshareholders for the election of directors, the close of business on the \nseventh day \n\n\nfollowing the date on which notice of such meeting is first given to \nshareholders.  Each such notice shall set forth:  (a) the name and address of\nthe shareholder who intends to make the nomination and of the person or \npersons to be nominated; (b) a representation that the shareholder is a holder \nof record of common stock of the corporation entitled to vote at such meeting \nand intends to appear in person or by proxy at the meeting to nominate the\nperson or persons specified in the notice; (c) a description of all \narrangements or understandings between the shareholder and each nominee and\nany other person or persons (naming such person or persons) pursuant to which\nthe nomination or nominations are to be made by the shareholder; (d) such \nother information regarding each nominee proposed by such shareholder as would\nbe required to be included in a proxy statement filed pursuant to the proxy \nrules of the Securities and Exchange Commission, had the nominee been \nnominated, or intended to be nominated, by the board of directors; and (e) the\nconsent of each nominee to serve as a director of the corporation if so \nelected.  The chairman of the meeting may refuse to acknowledge the nomination\nof any person not made in compliance with the foregoing procedure.\n\n\n                                      ARTICLE IV\n\n                            COMMITTEES OF THE BOARD OF DIRECTORS\n\n     Section 1.   Committees.   The board of directors, by resolution or \nresolutions passed by a majority of the entire board, may designate from among\nits members various committees, each consisting of three or more of the \ndirectors, and each of which, to the extent provided in said resolution or \nresolutions, shall have and may exercise such powers and authority as may be \nspecified by the board of directors, except that no such committee shall have \nauthority as to (1) the submission to shareholders of any action that needs \nshareholders' authorization under law, (2) the filling of vacancies in the \nboard or in any committee, (3) the fixing of compensation of the directors for\nserving on the board or on any committee, (4) the amendment or repeal of the \nby-laws, or the adoption of new by-laws, or (5) the amendment or repeal of any \nresolution of the board which by its terms shall not be so amendable or \nrepealable.  The board of directors may designate one or more directors as \nalternate members of any such committee.  Each such committee and the members \nthereof shall serve at the pleasure of the board of directors.\n\n\n     Section 2.   Standing Committees.   There shall at all times be at least\nthree standing committees of the board of directors, namely an audit \ncommittee, a compensation committee, and a nominating committee, each of which\nshall consist of three or more directors, none of whom may be a current or \nformer officer or employee of the corporation.  The compensation committee \nshall, in addition to such other duties as the board of directors may specify, \nadminister the corporation's 1993 Stock Incentive Plan and be responsible for \nreviewing and approving all stock option awards or other forms of stock \nincentive awards, whether or not granted pursuant to that plan.\n\n     Section 3.   General Rules.   At each meeting of a committee, one-third \nof the entire committee, but not less than two (2) members, shall constitute a \nquorum for the transaction of business.  Notice of the time and place of each \ncommittee meeting shall be subject to the same notice rules as are applicable \nto special meetings of the board of directors, except that no notice of the \npurpose of a committee meeting need be stated.  Any action required or \npermitted to be taken at any meeting of a committee of the board of directors \nmay be taken without a meeting if all members of such committee consent to \nsuch action in writing and such writing or writings are filed with the minutes \nof proceedings of the committee.  Except as otherwise provided in this Article \nIV, each committee of the board of directors may adopt its own rules of \nprocedure, may meet at stated times or on such notice as the committee may \ndetermine and shall keep regular minutes of its proceedings and report the \nsame to the board of directors when required.\n\n\n                                      ARTICLE V\n\n                                      OFFICERS\n\n     Section 1.   Number and Designation.   The officers of the corporation \nwill consist of a chairman of the board, a president, one or more vice \npresidents, a treasurer and a secretary and such other officers as the board \nof directors may elect, including, but not limited to, one or more 'executive' \nvice presidents, 'senior' vice presidents or 'group' vice presidents.  Any two \noffices may be held by one person, except that the chairman of the board or \npresident may not also be the secretary, and except that, where the by-laws or \nresolutions of the board of directors provide for signatures of the incumbents \nof two offices of the corporation upon certificates for shares, notes, checks \nor other instruments or documents issued by the corporation, such offices must \nbe held by two separate persons.\n\n\n\n     Section 2.   Election.   The board of directors shall, at their first \nmeeting after their election, elect a chairman of the board and a president \nfrom their number and shall also elect one or more vice-presidents, a \nsecretary and a treasurer who need not be members of the board of directors, \nbut in the event of the failure of the board so to elect any officer, such \nofficer may be elected at any subsequent meeting of the board.  Each officer \nso elected shall hold office until the first meeting of the board of directors\nfollowing the next annual meeting of shareholders for the election of \ndirectors and until his successor is elected, except in the event of his \ndeath, resignation or removal or the earlier termination of his term of \noffice, and except that the terms of office of all vice-presidents shall \nterminate with each annual election of officers at which any vice-president is\nelected.  Any vacancy in an office may be filled for the unexpired portion of \nthe term of such office by the board of directors at any regular or special \nmeeting.  The board of directors may also elect other officers, including a \ncontroller, who need not be members of the board of directors, and may \nprescribe, and from time to time change, their respective powers and duties, \nexcept as the powers and duties of the controller are prescribed by these by-\nlaws.  Each officer so elected shall hold office at the pleasure of the board \nof directors.\n\n     Section 3.   Chairman of the Board.   The chairman of the board who need \nnot be a member of management shall preside at all meetings of the \nshareholders and of the board of directors.  He shall perform such other \nduties as may be required in the management of the business, or if he is not a \nmember of management, as may be prescribed by the board.\n\n     Section 4.   The President.   The president shall have the general \npowers and duties of supervision and management of the corporation.  In the \nabsence or incapacity of the chairman of the board, he shall also preside at \nall meetings of the shareholders and of the board of directors.\n\n     Section 4A.   The function of chief executive officer, and chief \noperating officer of the corporation, shall be discharged by such officer or \nofficers as the board of directors may from time to time designate.\n\n     Section 5.   Vice Presidents.   Each vice-president, including any \nexecutive vice presidents, senior vice presidents and\/or group vice \npresidents, shall have such powers and shall perform such duties as may be \nassigned to him by the board, the chairman of the board or the president.\n\n\n\n\n     Section 6.   The Treasurer.   The treasurer shall have the care and \ncustody of all the funds and securities of the corporation and shall deposit \nthe same in the name of the corporation in such bank or banks, trust company \nor trust companies and in such safe deposit company or companies as the board \nof directors may designate.  He shall be responsible for the disbursement of \nfunds of the corporation and shall perform the duties and exercise all the \npowers usually incidental to the office of the treasurer and such other duties \nas from time to time may be assigned to him by the board, the chairman of the \nboard or the president.\n\n     Section 7.   The Secretary.   The secretary shall keep the minutes and \nact as  secretary of all meetings of the board of directors and of the \nshareholders.  He shall attend to the giving and serving of all notices of the \ncorporation.  He shall be the custodian of the records and of the corporate \nseal of the corporation.  He shall attend to such correspondence as may be \nassigned to him and perform all the duties incidental to his office.  He shall \nbe empowered to affix the corporate seal to all documents, execution of which, \non behalf of the corporation, under its seal, is duly authorized and when so \naffixed may attest the same; and, in general, he shall perform the duties and \nexercise all the powers usually incidental to the office of a secretary of a \ncorporation, and such other duties as, from time to time, may be assigned to \nhim by the board, the chairman of the board or the president.\n\n     Section 8.   The Controller.   The controller shall maintain and \nsupervise proper books and records of all assets, liabilities, disbursements \nand transactions of the corporation.  He shall prepare such financial \nstatements and reports as shall be required, and shall perform such other \nduties as from time to time may be assigned to him by the board, the chairman \nof the board or the president.\n\n     Section 9.   Appointed Officers.   The chief executive officer of the \ncorporation may from time to time appoint one or more officers with the title \nof vice president with such powers and duties as the chief executive officer \nmay specify.  The chief executive officer may from time to time also appoint \n(a) one or more assistant treasurers who may perform some or all of the duties\nand powers usually incidental to the treasurer, (b) one or more assistant \nsecretaries who may perform some or all of the duties and powers usually \nincidental to the secretary and (c) one or more assistant controllers who may\nperform some or all of the duties assigned to the controller.  Any of said \nappointed officers may be removed at any time by the chief executive officer.\nThe chief executive officer or the president also may appoint one or more \nofficers of operating business units or divisions of the corporation, who \nshall not be  officers of the corporation, but shall  have such powers and \nduties as the chief executive officer, president or the head of the operating\nbusiness unit or division shall specify.  Any appointed officers of operating\nbusiness units or divisions may be removed at any time by the chief executive\nofficer, the president, or the head of the business unit or division to whom\nsuch appointed officer reports.\n\n\n     Section 10.   Stockholder Consents and Proxies.   The chief executive \nofficer, president, treasurer and secretary of the corporation or any one of \nthem or their designees, shall have the power and authority on behalf of the \ncorporation to execute any consents or proxies, authorizing any person to \nattend and act and vote in person or by proxy at any meetings of the \nstockholders or members of any corporation or other entity in which the \ncorporation owns stock or otherwise has an ownership interest, or to attend \nsuch meetings themselves, and at any such meetings they or their designees or \nproxies, as the case may be, shall possess and may exercise any and all rights\nand powers incidental to such ownership as the corporation as the owner \nthereof might have possessed and executed if present.\n\n     Section 11.   Delegation of Duties of Officer.   The board of directors\nmay delegate the duties and powers of any officer, agent or employee of the \ncorporation to any other officer, agent or employee or director for a \nspecified time during the absence of any such person or for any other reason \nthat the board may deem sufficient.\n\n     Section 12.   Removal.   Any officer of the corporation elected or \nappointed by the board of directors may be removed by the board with or \nwithout cause.\n\n     Section 13.   Bond.   The board of directors shall have power, to the \nextent permitted by law, to require any officer, agent or employee of the \ncorporation to give bond for the faithful discharge of his duties in such form\nand with such surety or sureties as the board may deem advisable.\n\n\n                                      ARTICLE VI\n\n                                     CAPITAL SHARES\n\n     Section 1.   Form.   The certificates for shares shall be in such forms\nas may be prescribed by law and as shall be approved by the board of \ndirectors.\n\n     Section 2.   Issuance.   All certificates for shares shall be signed by \nthe chairman of the board or the president or a vice-president and the \nsecretary or an assistant secretary or the treasurer or an assistant treasurer\nand shall have the seal of the corporation affixed thereto.  Such seal may be \na facsimile, engraved or printed.  Where any such certificate is countersigned\nby a transfer agent or registered by a registrar, other than the corporation \nitself or its employee, the signatures of any such officers or assistant \nofficers upon such certificate may be facsimiles, engraved or printed.\n\n\n\n     Section 3.   Transfer.   The board of directors shall have the power and \nauthority to make such rules and regulations as it may deem expedient \nconcerning the issue, registration and transfer of certificates for shares, \nand may appoint transfer agents or clerks and registrars thereof.\n\n     Section 4.   Fixing of Record Date.   The board of directors may at any \ntime fix a record date not more than fifty nor less than ten days prior to (a)\nthe date of any meeting of shareholders or (b) the last day on which the \nshareholders are entitled to express consent or dissent from any proposal \nwithout a meeting, as the date as of which shareholders entitled to notice of \nor to vote at such a meeting, or whose consent or dissent is required or may \nbe expressed, for any purpose, as the case may be, shall be determined, and, \nexcept as otherwise provided by law, all persons who were the holders of \nrecord of voting shares at such date and no others shall be entitled to notice \nof and to vote at such meeting or to express their consent or dissent, as the \ncase may be.  The board of directors may at any time fix a record date not \nexceeding fifty days prior to the date fixed for the payment of any dividend \nor the making of any distribution or for the delivery or allotment of \nevidences of rights or evidences of interest arising out of any change, \nconversion, or exchange of capital shares, as the date for the determination \nof the shareholders entitled to receive any such dividend, distribution, \nrights or interest, and in any such case only shareholders of record at the \ndate so fixed shall be entitled to receive such dividend, distribution, rights \nor interest.\n\n                                      ARTICLE VII\n\n                              NEGOTIABLE INSTRUMENTS, CONTRACTS, ETC.\n\nSection 1.   Signatures on Checks, etc.   All checks, drafts, bills of \nexchange, notes or other obligations or orders for the payment of money shall \nbe signed in the name of the corporation by such officer or officers, person \nor persons, as the board of directors may from time to time designate by \nresolution.<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6822],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9573,9574],"class_list":["post-41429","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-avon-products-inc","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41429","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41429"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41429"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41429"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41429"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}