{"id":41438,"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-colgate-palmolive-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-colgate-palmolive-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-colgate-palmolive-co.html","title":{"rendered":"By-Laws &#8211; Colgate-Palmolive Co."},"content":{"rendered":"<pre>\n                                                      February 8, 2001\n\n                           COLGATE-PALMOLIVE COMPANY\n\n                                    BY-LAWS\n\n                                   OFFICES.\n\n1. The registered office shall be in the City of Wilmington, County of\nNew Castle, State of Delaware, and the name of the registered agent in \ncharge thereof is THE CORPORATION TRUST COMPANY.\n\nThe corporation may also have offices at such other places within or\nwithout the State of Delaware as the board of directors may from time \nto time determine or the business of the corporation may require.\n\n                                     SEAL.\n\n2. The corporate seal shall have inscribed thereon the name of the\ncorporation, the year of its organization and the words \"CORPORATE SEAL,\nDELAWARE\".\n\n                            STOCKHOLDERS' MEETINGS.\n\n3. Meetings of stockholders may be held at such place within or without\nthe State of Delaware as shall be determined from time to time by the \nboard of directors.\n\n4. The annual meeting of the stockholders shall be held on the fourth\nWednesday of April in each year, if not a legal holiday, and if a legal \nholiday, then on the next secular day following, at ten o'clock in the \nforenoon (or on such other date or at such other time as the board of \ndirectors may determine) when they shall elect by plurality vote by \nballot a board of directors and transact such other business as may \nproperly be brought before the meeting.\n\n5. Written notice of the annual meeting shall be mailed to each\nstockholder entitled to vote thereat at such address as appears on the \nbooks of the corporation, at least ten (but not more than fifty) days \nprior to the meeting.\n\n6. Special meetings of the stockholders, for any purpose or purposes,\nunless otherwise prescribed by statute or by the certificate of \nincorporation, may be called by the chief executive officer of the \ncorporation, and shall be called by the president or secretary upon \nresolution of a majority of the entire board of directors, or at the \nrequest in writing of a majority of the entire board of directors. \nSuch request shall state the purpose or purposes of the proposed \nmeeting. Special meetings of holders of preferred stock held pursuant\nto the provisions of Section 10 of Article Fourth of the certificate \nof incorporation may be called in accordance with the provisions of \nparagraph (c) of said Section 10.\n\n7. Written notice of a special meeting of stockholders, including a\nspecial meeting for the purpose of amending the certificate of \nincorporation, stating the time and place and purposes thereof shall \nbe mailed, postage prepaid, at least ten but not more than fifty days\n   \n \nbefore such meeting, to each stockholder entitled to vote thereat at such\naddress as appears on the books of the corporation.\n\n         8. (A) At an annual meeting of the stockholders, only such business\nshall be conducted as shall have been properly brought before the meeting. To be\nproperly brought before an annual meeting, business must be (l) specified in the\nnotice of meeting (or any supplement thereto) given by or at the direction of\nthe board of directors, (2) otherwise properly brought before the meeting by or\nat the direction of the board of directors, or (3) otherwise properly brought\nbefore the meeting by a stockholder. For business to be properly brought before\nan annual meeting by a stockholder, the stockholder must have given timely\nnotice thereof in writing to the secretary of the corporation. To be timely, a\nstockholder's notice must be delivered to or mailed and received at the\nprincipal executive offices of the corporation, not less than 60 days nor more\nthan 90 days prior to the meeting; provided, however, that in the event that\nless than 70 days' notice or prior public disclosure of the date of the meeting\nis given or made to stockholders, notice by the stockholder to be timely must be\nso received not later than the close of business on the 10th day following the\nday on which such notice of the date of the annual meeting was mailed or such\npublic disclosure was made. A stockholder's notice to the secretary shall set\nforth as to each matter the stockholder proposes to bring before the annual\nmeeting (1) a brief description of the business desired to be brought before the\nannual meeting and the reasons for conducting such business at the annual\nmeeting, (2) the name and address, as they appear on the corporation's books, of\nthe stockholder proposing such business, (3) the class and number of shares of\nthe corporation which are beneficially owned by the stockholder, and (4) any\nmaterial interest of the stockholder in such business. Notwithstanding anything\nin the by-laws to the contrary, no business shall be conducted at an annual\nmeeting except in accordance with the procedures set forth in this by-law 8(A).\nIn the event that a stockholder seeks to bring one or more matters before an\nannual meeting, the board of directors shall establish a committee consisting of\nnon-management directors for the purpose of reviewing compliance with this by-\nlaw 8(A); provided, however, that if the business to be brought before the\nmeeting by a stockholder relates to the removal, replacement or election of one\nor more directors, the secretary of the corporation shall appoint two or more\ninspectors, who shall not be affiliated with the corporation, to act in lieu of\nsuch committee to review compliance with this by-law 8(A). If the committee or\nthe inspectors (as the case may be) shall determine that a stockholder has not\ncomplied with this by-law 8(A), the committee or the inspectors (as the case may\nbe) shall direct the chairman of the annual meeting to declare to the meeting\nthat business was not properly brought before the meeting in accordance with the\nprovisions of this by-law 8(A); and the chairman shall so declare to the meeting\nand any such business not properly brought before the meeting shall not be\ntransacted.\n\n        (B) Only persons who are nominated in accordance with the procedures set\nforth in this by-law 8(B) shall be eligible for election as directors.\nNominations of persons for election to the board of directors of the corporation\nmay be made at a meeting of stockholders by or at the direction of the board of\ndirectors or by any stockholder of the corporation entitled to vote for the\nelection of directors at the meeting who complies with the notice procedures set\nforth in this by-law 8(B). Such nominations, other than those made by or at the\ndirection of the board of directors, shall be made pursuant to timely notice in\nwriting to the secretary of the corporation. To be timely, a stockholder's\nnotice shall be delivered to or mailed and received at the principal executive\noffices of the corporation not less than 60 days nor more than 90 days prior to\nthe meeting; provided, however, that in the event that less than 70 days' notice\nor prior public disclosure of the date of the meeting is given or made to\nstockholders, notice by\n\n                                       2\n\n \nthe stockholder to be timely must be so received not later than the close of\nbusiness on the 10th day following the day on which such notice of the date of\nthe meeting was mailed or such public disclosure was made. Such stockholder's\nnotice shall set forth (l) as to each person whom the stockholder proposes to\nnominate for election or re-election as a director, (a) the name, age, business\naddress and residence address of such person, (b) the principal occupation or\nemployment of such person, (c) the class and number of shares of the corporation\nwhich are beneficially owned by such person and (d) any other information\nrelating to such person that is required to be disclosed in solicitations of\nproxies for election of directors, or is otherwise required, in each case\npursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended\n(including without limitation such person's written consent to being named in\nthe proxy statement as a nominee and to serving as a director if elected); and\n(2) as to the stockholder giving the notice, (a) the name and address, as they\nappear on the corporation's books, of such stockholder and (b) the class and\nnumber of shares of the corporation which are beneficially owned by such\nstockholder. At the request of the board of directors, any person nominated by\nthe board of directors for election as a director shall furnish to the secretary\nof the corporation that information required to be set forth in a stockholder's\nnotice of nomination which pertains to the nominee. No person shall be eligible\nfor election as a director of the corporation unless nominated in accordance\nwith the procedures set forth in this by-law 8(B). In the event that a\nstockholder seeks to nominate one or more directors, the secretary shall appoint\ntwo inspectors, who shall not be affiliated with the corporation, to determine\nwhether a stockholder has complied with this by-law 8(B). If the inspectors\nshall determine that a stockholder has not complied with this by-law 8(B), the\ninspectors shall direct the chairman of the meeting to declare to the meeting\nthat a nomination was not made in accordance with the procedures prescribed by\nthe by-laws; and the chairman shall so declare to the meeting and the defective\nnomination shall be disregarded.\n\n\n         (C) (l) Whenever any action is required or permitted to be taken at any\nmeeting of stockholders of the corporation, unless the certificate of\nincorporation otherwise provides, and subject to the provisions of clauses (2)\nand (3) of this by-law 8(C), the action may be taken without a meeting, without\nprior notice and without a vote, if a written consent setting forth the action\nso taken shall have been signed by the holders of outstanding stock having not\nless than the minimum number of votes that would be necessary to authorize such\naction at a meeting at which all shares entitled to vote thereon were present\nand voted; provided, however, that prompt notice of the taking of corporate\naction without a meeting and by less than unanimous written consent must be\ngiven to those stockholders who have not consented in writing.\n\n         (2) The record date for determining stockholders entitled to express\nconsent to corporate action in writing without a meeting shall be fixed by the\nboard of directors of the corporation. Any stockholder of record seeking to have\nthe stockholders authorize or take corporate action by written consent without a\nmeeting shall, by written notice, request the board of directors to fix a record\ndate. Upon receipt of such a request, the secretary shall place such request\nbefore the board of directors at its next regularly scheduled meeting, provided,\nhowever, that if the stockholder represents in such request that he intends, and\nis prepared, to commence a consent solicitation as soon as is permitted by the\nSecurities Exchange Act of 1934 and the regulations thereunder and other\napplicable law, the secretary shall, as promptly as practicable, call a special\nmeeting of the board of directors, which meeting shall be held as promptly as\npracticable. At such regular or special meeting, the board of directors shall\nfix a record date as provided in Section 213(a) (or its successor provision) of\n\n\n                                       3\n\n \nthe Delaware General Corporation Law. Should the board fail to fix a record date\nas provided for in this clause (2), then the record date shall be the day on\nwhich the first written consent is expressed.\n\n         (3) In the event of the delivery to the corporation of a written\nconsent or consents purporting to represent the requisite voting power to\nauthorize or take corporate action and\/or related revocations, the secretary of\nthe corporation shall provide for the safekeeping of such consents and\nrevocations and shall, as promptly as practicable, engage nationally recognized\nindependent inspectors of elections for the purpose of promptly performing a\nministerial review of the validity of the consents and revocations. No action by\nwritten consent and without a meeting shall be effective until such inspectors\nhave completed their review, determined that the requisite number of valid and\nunrevoked consents has been obtained to authorize or take the action specified\nin the consents, and certified such determination for entry in the records of\nthe corporation kept for the purpose of recording the proceedings of meetings of\nstockholders.\n\n         9.  At any meeting of the stockholders, every stockholder entitled to\nvote may vote in person or by proxy authorized by an instrument in writing or by\na transmission permitted by law. Any copy, facsimile telecommunication or other\nreliable reproduction of the writing or transmission created pursuant to this\nparagraph may be substituted or used in lieu of the original writing or\ntransmission for any and all purposes for which the original writing or\ntransmission could be used, provided that such copy, facsimile telecommunication\nor other reproduction shall be a complete reproduction of the entire original\nwriting or transmission. Each stockholder shall have one vote for each share of\nstock having voting power, registered in his name on the books of the\ncorporation on the record date fixed for such meeting, or, if no record date has\nbeen fixed, on such date as may be provided for by law. The vote for directors\nand, upon the demand of any stockholder, the vote upon any question before the\nmeeting, shall be by ballot.\n\n         10. The holders of a majority of the stock issued and outstanding, and\nentitled to vote thereat, present in person or represented by proxy, shall be\nrequisite and shall constitute a quorum at all meetings of the stockholders for\nthe transaction of business except as otherwise provided by law, by the\ncertificate of incorporation, or by these by-laws. If, however, such majority\nshall not be present or represented at any meeting of the stockholders, the\nstockholders entitled to vote thereat, present in person or by proxy, shall have\npower to adjourn the meeting from time to time, without notice other than\nannouncement at the meeting, until the requisite amount of voting stock shall be\npresent. At such adjourned meeting at which the requisite amount of voting stock\nshall be represented, any business may be transacted which might have been\ntransacted at the meeting as originally noticed.\n\n         11. At each meeting of stockholders the presence or lack of a quorum\nshall be ascertained and all voting by ballot shall be conducted by two\ninspectors appointed for the purpose by the board of directors or, if not so\nappointed, designated by the meeting. If for any reason any of the inspectors\npreviously appointed shall fail to attend or be unable to serve, a replacement\nshall be appointed in like manner. The inspectors shall decide upon the\nqualifications of the voters and the validity of proxies, report on the presence\nor lack of a quorum, take charge of the ballots at said meeting, and after the\nballoting thereat on any question shall count the ballots cast thereon and shall\nreport the result in writing to the secretary of the corporation or to the\nchairman of the meeting.\n\n                                       4\n\n \n         12. A complete list of the stockholders entitled to vote at any\nmeeting, arranged in alphabetical order, giving the address of each, and the\nnumber of voting shares held by each, shall be prepared by the treasurer. Such\nlist shall be open to the examination of any stockholder for any purpose germane\nto the meeting during ordinary business hours for a period of at least ten days\nprior to the meeting, either at a place within the city where the meeting is to\nbe held and which place shall be specified in the notice of meeting or, if not\nso specified, at the place where said meeting is to be held, and the list shall\nbe produced and kept at the time and place of meeting during the whole time\nthereof, and subject to the inspection of any stockholder who may be present.\n\n                                  DIRECTORS.\n\n         13. (A) The property and business of this corporation shall be managed\nby its board of directors. The number of directors shall be no less than seven\nnor more than twelve, as determined from time to time by the board of directors,\nbut no reduction in the number of directors shall terminate the office of any\ndirector prior to the first annual meeting of the stockholders subsequent to his\nelection at which directors are elected except with the written consent of such\ndirector, and provided further that the number of directors may be increased by\naction of the holders of preferred stock as contemplated in by-law 13(B), and\nthat no reduction in the number of directors shall be in violation of the\nprovisions of by-law 13(B). Except to the extent otherwise provided in the\ncertificate of incorporation or the by-laws, they shall be elected at the annual\nmeeting of the stockholders, and each director shall be elected to serve until\nhis successor shall be elected and shall qualify. No person who has attained the\nage of sixty-five shall be initially elected to the board of directors. No\ndirector shall be re-elected as a member of the Board after he or she has\nreached his or her 72nd birthday, except if his or her nomination for re-\nelection has been approved in each instance by a majority of the other directors\nof the corporation. Additionally, no former Chief Executive Officer of the\ncorporation shall be re-elected as a member of the Board after he or she has\nreached his or her 65th birthday, except if his or her nomination for re-\nelection has been approved in each instance by a majority of the other directors\nof the corporation, and in no event shall he or she be re-elected after he or\nshe has reached his or her 68th birthday.\n\n         (B) So long as any preferred stock shall be outstanding and there shall\nexist a \"default period\" as defined in paragraph (a) of Section 10 of Article\nFourth of the certificate of incorporation, the holders of the preferred stock,\nvoting as a class, irrespective of series, shall have the voting right set forth\nin said Section 10. At any meeting at which the holders of preferred stock shall\nexercise such voting right initially during an existing default period, they\nshall have the right, voting as a class, to elect directors to fill such\nvacancies in the board of directors, if any, as may then exist up to such number\nof directors as amounts to the \"required proportion\" as defined in paragraph (a)\nof said Section 10, and if the number which may be so elected does not amount to\nthe required proportion, to make such increase in the number of directors as\nshall be necessary to permit the election by them of the required proportion but\nno greater increase than shall be necessary for that purpose, and to elect\ndirectors to the offices so created. An increase in the number of directors by\nthe holders of preferred stock shall not prevent a subsequent increase or\ndecrease in the number of directors made in any manner provided herein by the\nboard of directors or the holders of preferred and common stock voting\nirrespective of classes, provided that during a default period no such amendment\nshall (l) reduce the number of directors elected by the holders of preferred\nstock to less than the\n\n\n                                       5\n\n \nrequired proportion or (2) terminate the office of a director prior to the first\nannual meeting of stockholders subsequent to his election at which directors are\nelected, except with the written consent of such director.\n\n         14. The directors may hold their meetings and have one or more offices,\nand keep the books of the corporation outside of Delaware, at the office of the\ncorporation in the City of New York, or at such other places as they may from\ntime to time determine.\n\n         15. In addition to the powers and authority by these by-laws expressly\nconferred upon it, the board may exercise all such powers of the corporation and\ndo all such lawful acts and things as are not by statute or by the certificate\nof incorporation or by these by-laws directed or required to be exercised or\ndone by the stockholders.\n\n                                  COMMITTEES.\n\n         16. The board of directors shall appoint such committees as are\nrequired by these by-laws, and may appoint such committees as are permitted by\nthese by-laws, from among their members.\n\n         17. Appointment of committees shall be by the affirmative vote of a\nmajority of the whole board.\n\n         18. The board may, but need not, designate one member of each committee\nas the chairman thereof.\n\n         19. The board of directors shall appoint a personnel and organization\ncommittee consisting of at least five members, with not less than three members\nwho are not eligible for stock options or incentive awards either at the time\nwhen discretion is to be exercised by such committee or at any time within one\nyear prior thereto. Such committee shall consider and monitor the corporation's\norganization, personnel and compensation policies, practices and implementation.\nIn addition, such committee shall review the compensation of the officers of the\ncompany and senior management. Such committee shall also administer such plans\nunder which stock of the corporation is issuable to employees upon exercise of\nstock options, and all executive incentive compensation plans. The board of\ndirectors may provide for an executive incentive compensation committee and a\nstock option committee. Each such committee shall consist of members of the\npersonnel and organization committee who are not eligible for incentive awards\nor stock options either at the time when discretion is to be exercised by the\nmembers of the said committee or at any time within one year prior thereto, and\nthe chairman of the personnel and organization committee, provided he is not and\nhas not been so eligible. From and after December 14, 1978, all such plans are\namended to reflect their administration by such committees. The executive\nincentive compensation committee and the stock option committee shall have the\npowers and duties provided in the respective plans and be subject to such\nprovisions and limitations as the board of directors shall from time to time\ndetermine.\n\n         20. The board of directors shall appoint an audit committee consisting\nof not less than three members. Such committee shall review internal and\nexternal audit conditions, procedures and results and formulate and report to\nthe board of directors policies with regard thereto.\n\n                                       6\n\n \n         21. The board of directors shall appoint a finance committee consisting\nof not less than four members. Such committee, if and when appointed, shall\nconsider and take account of the financial affairs of the corporation, and\nformulate and suggest the financial policies of the corporation for submission\nto the board of directors.\n\n         22. The board of directors may in its discretion appoint from time to\ntime other committees for other purposes or assign additional duties to the\nexisting committees.\n\n         23. Each committee shall have the right to determine its own rules of\nprocedure, not inconsistent with the action of the board of directors, or with\nthese by-laws, or with the certificate of incorporation.\n\n         24. Vacancies in the committees shall be filled by the board of\ndirectors.\n\n         25. The time and place of regular meetings of the committees shall be\nfixed by the board of directors, or if not so fixed, then by the committee, and\nprompt notice thereof shall be given to each member of the committee, provided\nhowever, that the board may authorize the committee or the chairman thereof to\npostpone any such committee meeting upon two days notice to each member of the\ncommittee. Special meetings of the committee may be called by the chairman of\nthe committee or the chief executive officer upon two days notice to each member\nof the committee. Each such committee may meet at such stated times and places\nand otherwise upon notice and at such places as it shall provide, except that\nthe finance committee shall meet at least once in each calendar quarter.\n\n         26. A majority of the members of each such committee shall constitute a\nquorum; and in each instance the affirmative vote of a majority of the members\nof the committee present at the meeting shall be necessary for the adoption of\nany resolution, except that, upon request of the chief executive officer or the\nchairman of the committee, any action required or permitted to be taken at any\nmeeting of such committee may be taken without a meeting, if prior to such\naction a written consent thereto is signed by all members of such committee, and\nsuch written consent is filed with the minutes of the committee. The committee\nmay designate one of its members as secretary of the committee, and may in\naddition, call upon the secretary or one of the assistant secretaries of the\ncorporation, or any other person, as may be determined by the committee, to\nperform all or part of the duties of secretary of the committee; and minutes\nshall be kept of all meetings and proceedings of the committee, which shall be\nreduced to writing by either the secretary of the committee or the secretary or\none of the assistant secretaries of the corporation, or such other person, as\nthe committee shall direct.\n\n         27. Each member of each such committee shall continue to be a member\nthereof at the pleasure of the board of directors and, unless otherwise ordered\nby the board of directors or otherwise specified in the plan providing for such\ncommittee, until such time as he ceases to be a member of the board of\ndirectors.\n\n         28. The minutes and proceedings of each such committee shall from time\nto time be reported to the board of directors, as by the board of directors\nrequired.\n\n\n                                       7\n\n \n                          COMPENSATION OF DIRECTORS.\n\n\n         29. The compensation of directors as such shall be fixed by the board\nof directors but no additional compensation shall be paid to regular employees\nof the corporation for service as directors or as members of any committee of\nthe board. Nothing herein contained shall be construed to preclude any director\nfrom serving the corporation as an officer or in any other capacity and\nreceiving compensation therefor.\n\n         30. Pursuant to resolution of the board of directors, members of any\none or more committees may receive fixed fees or other compensation for their\nservices.\n\n                            MEETINGS OF THE BOARD.\n\n         31. The newly elected board may meet at such place and time as shall be\nfixed by the vote of the stockholders at the annual meeting, for the purpose of\norganization or otherwise, and no notice of such meeting shall be necessary to\nthe newly elected directors, in order legally to constitute the meeting,\nprovided, a majority of the whole board shall be present; or they may meet at\nsuch place and time as shall be fixed by the consent in writing of all the\ndirectors.\n\n         32. Regular meetings of the board may be held without notice at such\ntime and place as shall from time to time be determined by resolution of the\nboard.\n\n         33. Special meetings of the board may be called by the chairman of the\nboard or the chief executive officer on three days' notice to each director,\neither personally or by mail or by telegram; and special meetings shall be\ncalled by the president or secretary in like manner and on like notice on the\nwritten request of two directors.\n\n         34. At all meetings of the board the presence of a majority of the\ndirectors then in office shall be necessary and sufficient to constitute a\nquorum for the transaction of business, and the act of a majority of the\ndirectors present at any meeting at which there is a quorum, shall be the act of\nthe directors, except as may be otherwise specifically provided by statute, or\nby the certificate of incorporation, or by these by-laws. If a quorum shall not\nbe present at any meeting the directors present thereat may adjourn the meeting\nfrom time to time, without notice, other than at the meeting, until a quorum\nshall be present.\n\n                                   OFFICERS.\n\n         35. At its first meeting after each annual meeting of the stockholders\nthe board of directors shall choose a chairman of the board and a president, who\nshall be directors of the corporation and one of whom shall be designated by the\nboard as chief executive officer of the corporation. At the same meeting the\nboard shall also choose a vice president or vice presidents, one or more of whom\nmay be designated as executive vice presidents, a secretary, a treasurer and a\ncontroller. Any two offices other than those of president and secretary may be\nheld by the same person. The chairman of the board shall not be deemed to be a\ncorporate officer unless designated by the board as chief executive officer or\notherwise designated by the board as an officer of the corporation.\n\n         36. The board of directors may also create and provide for additional\noffices and prescribe the duties of the respective incumbents thereof and\nappoint such further officers and agents as it shall deem necessary or\nadvisable, such as assistant secretaries and assistant treasurers, who shall\nhold their respective offices for such term and shall exercise such powers\n\n                                       8\n\n \nand perform such duties as shall be determined from time to time by the chief\nexecutive officer or the board of directors. By direction of the chief executive\nofficer, other personnel may be designated by titles, such as \"assistant vice\npresident,\" \"divisional vice president,\" \"assistant treasurer\" or \"assistant\ncontroller\" but only persons elected by the board of directors shall be deemed\nofficers of the corporation.\n\n         37. Except as provided in employee benefit or incentive plans approved\nby the board of directors or the stockholders, the compensation of all officers\nof the corporation shall be fixed by the board of directors or by any committee\nof the board of directors as the board of directors designates.\n\n         38. The officers of the corporation shall hold office until their\nrespective successors are chosen and qualified in their stead, or until they\nhave resigned, retired or been removed in the manner hereinafter provided. Any\nofficer elected or appointed by the board of directors may be removed at any\ntime by the affirmative vote of a majority of the whole board of directors.\n\n                            CHAIRMAN OF THE BOARD.\n\n         39. When so designated by the board of directors, the chairman of the\nboard shall be the chief executive officer of the corporation with the powers\nand duties hereinafter specified for such office. He shall preside at all\nmeetings of the board of directors and shall perform such other duties as may be\nspecified in the by-laws.\n\n                                THE PRESIDENT.\n\n         40. When so designated by the board of directors, the president shall\nbe the chief executive officer of the corporation with the powers and duties\nhereinafter specified for such office. When not serving as chief executive\nofficer he shall have such powers and duties as may be specified in the by-laws,\nprescribed by the board of directors or delegated by the chief executive\nofficer.\n\n                           CHIEF EXECUTIVE OFFICER.\n\n         41. The chief executive officer may be either the chairman of the board\nor the president. The person so designated by the board of directors shall have\nthe general and active management of the business, property and affairs of the\ncorporation, subject to the control of the board of directors, and shall have\nthe powers and perform the duties customarily exercised by the chief executive\nofficer of a business corporation, including the authority to sign on behalf of\nthe corporation deeds, leases, contracts, powers of attorney and other\ndocuments, and the duty to execute all directions and resolutions of the board\nof directors. He shall preside at all meetings of the stockholders, and shall\nperform such other duties as may be specified in the by-laws.\n\n                         ALTERNATE PRESIDING OFFICER.\n\n         42. In the absence from any meeting of the stockholders or directors of\nthe person designated in the by-laws to preside if present at such meeting, the\nchief executive officer, the chairman of the board or the president (in that\norder of precedence) shall preside at such meeting.\n\n                                       9\n\n \n                              THE VICE PRESIDENT.\n\n         43. Whenever there is not more than one vice president, the vice\npresident shall perform all such duties and exercise all such powers as may be\ndelegated to him by the chief executive officer, and such vice president shall\nin the event of the absence or disability of the chief executive officer perform\nsuch duties and exercise such powers of such officers as may be designated by\nthe board of directors.\n\n         44. If provision shall be made by the board of directors for more than\none vice president, each such vice president, including any designated as\nexecutive vice president, shall perform such duties and exercise such powers as\nmay be delegated to him by the chief executive officer, and shall perform such\nfurther duties and exercise such further powers as the board of directors shall\nprescribe; and in the absence or disability of the president his duties shall be\nperformed and his powers shall be exercised by one or more vice presidents to\nthe extent designated by the chief executive officer or by the board of\ndirectors.\n\n                                THE SECRETARY.\n\n         45. (a) The secretary shall attend all sessions of the board of\ndirectors and all meetings of the stockholders and record all votes and minutes\nof all proceedings in a book to be kept for that purpose; and shall perform like\nduties for other committees as required. He shall give, or cause to be given,\nnotice of all meetings of the stockholders and of the board of directors, and\nshall perform such other duties as shall be prescribed by the board of directors\nor chief executive officer.\n\n             (b) Such assistant secretary or assistant secretaries as may be\nappointed by the board of directors, shall, to the extent authorized by the\nboard of directors, participate with the secretary and assist him in the\nperformance of his duties, and exercise all the powers and discharge all the\nduties of the secretary to the extent prescribed by the board of directors; and\nin the event of the absence or disability of the secretary or any assistant\nsecretary the duties of the secretary or of such assistant secretary shall be\nperformed by the assistant secretary designated by the chief executive officer\nor the board of directors.\n\n\n                                THE TREASURER.\n\n         46. (a) The treasurer shall perform such duties in relation to the\nfinances of the corporation as shall be prescribed by the board of directors,\nand in relation to such duties shall be subject to the supervision and direction\nof the board of directors and the chief executive officer, as circumstances may\nrequire.\n\n             (b) Such assistant treasurer or assistant treasurers as may be\nappointed by the board of directors shall, to the extent authorized by the board\nof directors, participate with the treasurer and assist him in the performance\nof his duties, and exercise all the powers and discharge all the duties of the\ntreasurer to the extent prescribed by the board of directors; and in the event\nof the absence or disability of the treasurer or of any assistant treasurer, the\nduties of the treasurer or of such assistant treasurer shall be performed by the\nassistant treasurer designated by the chief executive officer or the board of\ndirectors.\n\n                                      10\n\n \n                                THE CONTROLLER.\n\n         47. It shall be the duty of the controller, subject and pursuant to the\nauthority of the board of directors and of the chief executive officer, to\nprovide for the keeping of full and accurate records and accounts of receipts,\ndisbursements and all other transactions of the corporation, to make proper\nreport thereof as required and to perform such other duties as may be designated\nby the board of directors or the chief executive officer.\n\n                                  VACANCIES.\n\n         48. If the office of any director or officer becomes vacant by reason\nof death, resignation, retirement, disqualification, removal from office or\notherwise, or if the authorized number of directors be increased, the resulting\nvacancy or vacancies may be filled by a majority of the directors then in\noffice, although less than a quorum, provided notice of intention to fill a\nvacancy in the board shall have been included in the notice of the meeting. The\npersons so chosen shall hold office until the next annual election and until\ntheir successors are duly elected and qualified, unless sooner displaced. The\nprovisions of this by-law with respect to the filling of vacancies in the office\nof any director are subject to the provisions of Section 10 of Article Fourth of\nthe certificate of incorporation.\n\n                     DUTIES OF OFFICERS MAY BE DELEGATED.\n\n         49. In case of the absence of any officer of the corporation, or for\nany other reason that the board of directors may deem sufficient, the board may\ndelegate, for the time being, the powers or duties, or any of them, of such\nofficer to any other officer, or to any directors.\n\n                            CERTIFICATES OF STOCK.\n\n         50. The certificates of stock of the corporation shall be numbered and\nentered in the books of the corporation as they are issued. They shall exhibit\nthe holder's name and number of shares and shall be signed by the chairman of\nthe board or the president or a vice president and by the treasurer or an\nassistant treasurer or the secretary or an assistant secretary. Where a\ncertificate is countersigned by (1) a transfer agent other than the corporation\nor its employee, or (2) a registrar other than the corporation or its employee,\nthe signature of any such officers may be facsimile. In case any officer or\nofficers who shall have signed or whose facsimile signature shall have been used\non any such certificate or certificates shall cease to be such officer or\nofficers of the corporation because of death, resignation or otherwise, before\nsuch certificate or certificates shall have been delivered by the corporation,\nsuch certificate or certificates may be issued and delivered as though the\nperson who signed such certificate or certificates or whose facsimile signature\nshall have been used thereon had not ceased to be an officer of the corporation.\n\n                             TRANSFERS OF STOCKS.\n\n         51. Transfers of stock shall be made on the books of the corporation\nonly by the person named in the certificate or by attorney, lawfully constituted\nin writing, and upon surrender of the certificate therefor.\n\n\n                                      11\n\n \n                              FIXING RECORD DATE.\n\n         52. The board of directors shall have power to fix in advance a date,\nnot exceeding sixty nor less than ten days preceding the date of any meeting of\nstockholders or the date for the payment of any dividend, or the date for the\nallotments of rights, or the date when any redemption, selection for redemption,\nor change or conversion or exchange of capital stock shall go into effect, or\nthe date in connection with obtaining such consent, as a record date for the\ndetermination of the stockholders entitled to notice of, and to vote at, any\nsuch meeting and any adjournment thereof, or entitled to receive payment of any\nsuch dividend, or to any such allotment of rights, or to exercise the rights in\nrespect of any such redemption, selection for redemption, change, conversion or\nexchange of capital stock, or to give the consent of stockholders for any\npurpose or for the purpose of any other lawful action and in such case only such\nstockholders as shall be stockholders of record on the date so fixed shall be\nentitled to such notice of, and to vote at, such meeting and any adjournment\nthereof, or to receive payments of such dividend, or to receive such allotment\nof rights, or to exercise such rights, or to give such consent, as the case may\nbe, notwithstanding any transfer of any stock on the books of the corporation\nafter any such record date fixed as aforesaid; and such power shall be\napplicable to both preferred and common stocks together or to either separately.\n\n                           REGISTERED STOCKHOLDERS.\n\n         53. The corporation shall be entitled to treat the holder of record of\nany share or shares of stock as the holder in fact thereof, and accordingly\nshall not be bound to recognize any equitable or other claim to or interest in\nsuch share on the part of any other person, whether or not it shall have express\nor other notice thereof, save as expressly provided by the laws of Delaware.\n\n                               LOST CERTIFICATE.\n\n         54. Any person claiming a certificate of stock to be lost, stolen or\ndestroyed shall furnish the corporation with such evidence of the ownership\nthereof and of such loss, theft or destruction as shall be satisfactory to the\ncorporation and shall, unless the board of directors shall waive the same, give\nto the corporation a bond of indemnity with one or more sureties satisfactory to\nthe board, in such an amount as the board may require, to indemnify the\ncorporation against any claim that may be made against it on account of the\nalleged loss, theft or destruction of any such certificate or the issuance of a\nnew certificate in lieu thereof; and thereupon the board or any officer or\nofficers designated by the board may cause a new certificate to be issued of the\nsame tenor and for the same number of shares as the one alleged to be lost,\nstolen or destroyed.\n\n                             INSPECTION OF BOOKS.\n\n         55. To the extent permitted by law, the directors shall determine from\ntime to time whether, and if allowed, when and under what conditions and\nregulations, the accounts and books of the corporation (except such as may by\nstatute be specifically open to inspection) or any of them shall be open to the\ninspection of the stockholders, and the stockholders' rights in this respect are\nand shall be restricted and limited accordingly.\n\n                                    CHECKS.\n\n         56. Notes of the corporation shall be signed by such officer or\nofficers and checks or demands for money shall be signed by such officer or\nofficers or such other person or persons as the board of directors may from time\nto time designate.\n\n                                      12\n\n \n                                 FISCAL YEAR.\n\n         57. The fiscal year shall begin the first day of January in each year.\n\n                                  DIVIDENDS.\n\n         58. Dividends upon the capital stock of the corporation, when earned,\nmay be declared by the board of directors at any regular or special meeting.\n\n         Before payment of any dividend or making any distribution of profits,\nthere may be set aside out of the surplus or net profits of the corporation such\nsum or sums as the directors from time to time, in their absolute discretion,\nthink proper as a reserve fund to meet contingencies or for equalizing\ndividends, or for repairing or maintaining any property of the corporation, or\nfor such other purpose as the directors shall think conducive to the interests\nof the corporation.\n\n                                   NOTICES.\n\n         59. Whenever under the provisions of these by-laws notice is required\nto be given to any director, officer or stockholder, it shall not be construed\nnecessarily to mean personal notice, but such notice may be given in writing,\neither personally or by mail by depositing the same in the post office or a\nletter-box, in a post-paid, sealed wrapper, addressed to such stockholder,\nofficer or director at his, her or its address as appears on the books of the\ncorporation, or, in default of other address, to such director, officer or\nstockholder at the General Post Office in the City of Wilmington, Delaware, or\nin the General Post Office in the City of New York, and such notice shall be\ndeemed to be given at the time when the same shall be thus mailed; provided,\nhowever, that in the case of any stockholder or director who is an officer or\nemployee of this corporation and engaged actively in the discharge of his duties\nat one of the offices or places of business of this corporation, it shall be a\nsufficient mailing of notice to his address to mail such notice to such officer\nor employee at the office or place of business aforesaid. Any stockholder,\ndirector or officer may waive any notice required to be given under these by-\nlaws.\n\n                                  AMENDMENTS.\n\n         60. These by-laws of the corporation may be altered or amended by the\naffirmative vote of a majority of the stock issued and outstanding and entitled\nto vote thereat, at any regular meeting of the stockholders, without notice of\nthe proposed alteration or amendment, and at any special meeting of the\nstockholders, if notice of the proposed alteration or amendment be contained in\nthe notice of the meeting, or by the affirmative vote of a majority of the board\nof directors at any regular meeting of the board, or at any special meeting of\nthe board, provided notice of the proposed amendment shall have been included in\nthe notice of such regular or special meeting. At no time shall the by-laws be\namended so as to be inconsistent with the rights of the holders of the preferred\nstock set forth in Section 10 of Article Fourth of the certificate of\nincorporation.\n\n                                      13\n\n \n                             EMERGENCY PROVISIONS.\n\n         61. In the event of a disaster of sufficient severity to prevent the\nbusiness and affairs of the corporation from being managed and its corporate\npowers from being exercised by the board of directors in accordance with the\nforegoing by-laws, whether by reason of multiple deaths or incapacity of\ndirectors and officers, destruction of property, failure of communications or\nother catastrophe, then, notwithstanding any other provision of the by-laws, the\nfollowing provisions shall apply:\n\n         (a) An emergency meeting or meetings of the board of directors or of\nthe surviving members thereof shall be called by the chief executive officer, if\navailable, and otherwise by one or more directors; such meetings to be held at\nsuch times and places and upon such notice, if any, as the person or persons\ncalling the meeting shall deem proper. The board may take any action at such\nmeetings which it deems necessary and appropriate to meet the emergency.\n\n         (b)  Vacancies in the board of directors shall be filled as soon as\npracticable in the manner specified in Article 48 of the by-laws. In filling\nvacancies consideration shall be given to senior officers of the corporation.\n\n         (c) The presence of the smallest number of directors permitted by law\nto constitute a quorum, but not less than three, shall be sufficient for the\ntransaction of business at emergency meetings of the board of directors, except\nthat if there be less than three surviving directors, the surviving director or\ndirectors, although less than a quorum, may fill vacancies in the board.\n\n         (d) The by-laws may be amended by the board of directors without notice\nof the proposed amendment being given in the notice of the meeting.\n\n         (e) Without limiting the generality of the foregoing, the board of\ndirectors is authorized to make all necessary determinations of fact regarding\nthe extent and severity of the disaster and the availability of members thereof;\nto designate and replace officers, agents and employees of the corporation and\notherwise provide for continuity of management; and to elect a chairman, adopt\nrules of procedure, and fill vacancies.\n\n         (f) The emergency powers provided in this by-law 61 shall be in\naddition to any powers provided by law.\n\n\n                                      14\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7145],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9573,9574],"class_list":["post-41438","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-colgate-palmolive-co","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\/41438","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=41438"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41438"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41438"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41438"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}