\n SECTION 4. Stockholders’ Meeting……………………………………………….15<\/p>\n SECTION 5. Emergency Corporate Headquarters……………………………………..15<\/p>\n
SECTION 6. Limitation of Liability……………………………………………..15<\/p>\n
<\/c><\/s><\/table>\n
iv<\/p>\n
By-laws
\n of
\n Honeywell International Inc.<\/p>\n
ARTICLE I
\n OFFICES<\/p>\n
SECTION 1. Registered Office. The registered office of Honeywell
\nInternational Inc. (hereinafter called the Corporation) within the State of
\nDelaware shall be in the City of Wilmington, County of New Castle.<\/p>\n
SECTION 2. Other Offices. The Corporation may also have an office or
\noffices and keep the books and records of the Corporation, except as may
\notherwise be required by law, in such other place or places, either within or
\nwithout the State of Delaware, as the Board of Directors of the Corporation
\n(hereinafter called the Board) may from time to time determine or the business
\nof the Corporation may require.<\/p>\n
ARTICLE II
\n MEETINGS OF STOCKHOLDERS<\/p>\n
SECTION 1. Place of Meetings. All meetings of Stockholders of the
\nCorporation shall be held at the registered office of the Corporation in the
\nState of Delaware or at such other place, within or without the State of
\nDelaware, as may from time to time be fixed by the Board or specified or fixed
\nin the respective notices or waivers of notice thereof.<\/p>\n
SECTION 2. Annual Meetings. The annual meeting of Stockholders of the
\nCorporation for the election of directors and for the transaction of any other
\nproper business shall be held at 10:00 a.m. on the last Monday of April of each
\nyear, or on such other date and at such other time as may be fixed by the Board.
\nIf the annual meeting for the election of directors shall not be held on the day
\ndesignated, the Board shall cause the meeting to be held as soon thereafter as
\nconvenient.<\/p>\n
SECTION 3. Special Meetings. Special meetings of Stockholders, unless
\notherwise provided by law, may be called at any time by the Board pursuant to a
\nresolution adopted by a majority of the then authorized number of directors (as
\ndetermined in accordance with Section 2 of Article III of these By-laws), or by
\nthe Chief Executive Officer. Any such call must specify the matter or matters to
\nbe acted upon at such meeting and only such matter or matters shall be acted
\nupon thereat.<\/p>\n
SECTION 4. Notice of Meetings. Notice of each meeting of Stockholders,
\nannual or special, shall be in writing, shall state the place, date and hour of
\nthe meeting, and, in the case of a special meeting, the purpose or purposes for
\nwhich the meeting is called. Unless otherwise provided by law, the written
\nnotice of any meeting shall be given not less than 10 nor more than 60 days
\nbefore the date of the meeting to each Stockholder entitled to vote at the
\nmeeting. If mailed, notice is given when deposited in the United States mail,
\npostage prepaid, directed to the Stockholder at his address as it appears on the
\nrecords of the<\/p>\n
Corporation. Unless (i) the adjournment is for more than 30 days, or (ii) the
\nBoard shall fix a new record date for any adjourned meeting after the
\nadjournment, notice of an adjourned meeting need not be given if the time and
\nplace to which the meeting shall be adjourned were announced at the meeting at
\nwhich the adjournment was taken.<\/p>\n
SECTION 5. Quorum. At each meeting of Stockholders of the Corporation, the
\nholders of a majority of the shares of capital stock of the Corporation entitled
\nto vote at the meeting, present in person or represented by proxy, shall
\nconstitute a quorum for the transaction of business, except as otherwise
\nprovided by law. In the absence of a quorum, the chairman of the meeting or a
\nmajority in interest of those present in person or represented by proxy and
\nentitled to vote at the meeting may adjourn the meeting from time to time until
\na quorum shall be present.<\/p>\n
SECTION 6. Order of Business. The order of business at all meetings of
\nStockholders shall be as determined by the chairman of the meeting.<\/p>\n
SECTION 7. Voting. Except as otherwise provided in the Certificate of
\nIncorporation, at each meeting of Stockholders, every Stockholder of the
\nCorporation shall be entitled to one vote for every share of capital stock
\nstanding in his name on the stock record of the Corporation (i) at the time
\nfixed pursuant to Section 6 of Article VII of these By-laws as the record date
\nfor the determination of Stockholders entitled to vote at such meeting, or (ii)
\nif no such record date shall have been fixed, then at the close of business on
\nthe day next preceding the day on which notice thereof shall be given. At each
\nmeeting of Stockholders, except as otherwise provided by law or in the
\nCertificate of Incorporation or these By-laws, in all matters other than the
\nelection of directors, the affirmative vote of the majority of shares present in
\nperson or represented by proxy and entitled to vote on the subject matter shall
\nbe the act of the Stockholders.<\/p>\n
SECTION 8. Inspectors. In advance of any meeting of Stockholders, the Board
\nshall appoint one or more inspectors to act at the meeting and make a written
\nreport thereof and may designate one or more alternate inspectors to replace any
\ninspector who fails to act. If no inspector or alternate is able to act at a
\nmeeting, the chairman of the meeting shall appoint one or more inspectors to act
\nat the meeting. Each inspector shall take and sign such oath and perform such
\nduties as shall be required by law and may perform such other duties not
\ninconsistent therewith as may be requested by the Corporation.<\/p>\n
2<\/p>\n
ARTICLE III
\n DIRECTORS<\/p>\n
SECTION 1. Powers. The business and affairs of the Corporation shall be
\nmanaged by or under the direction of the Board. The Board may exercise all such
\nauthority and powers of the Corporation and do all such lawful acts and things
\nas are not by law or otherwise directed or required to be exercised or done by
\nthe Stockholders.<\/p>\n
SECTION 2. Number, Election and Terms. The authorized number of directors
\nmay be determined from time to time by vote of a majority of the then authorized
\nnumber of directors or by the affirmative vote of the holders of at least 80% of
\nthe voting power of the then outstanding shares of capital stock of the
\nCorporation entitled to vote generally in the election of directors, voting
\ntogether as a single class; provided, however, that such number shall not be
\nless than 13 nor more than 23, and that such number shall automatically be
\nincreased by two in the event of default in the payment of dividends on the
\nPreferred Stock under the circumstances described in the Certificate of
\nIncorporation. The directors, other than those who may be elected by the holders
\nof the Preferred Stock of the Corporation pursuant to the Certificate of
\nIncorporation, shall be classified with respect to the time for which they
\nseverally hold office, into three classes, as nearly equal in number as
\npossible, as determined by the Board, one class to be originally elected for a
\nterm expiring at the annual meeting of Stockholders to be held in 1986, another
\nclass to be originally elected for a term expiring at the annual meeting of
\nStockholders to be held in 1987, and another class to be originally elected for
\na term expiring at the annual meeting of Stockholders to be held in 1988, with
\nthe members of each class to hold office until their successors have been
\nelected and qualified. At each annual meeting of Stockholders, the successors of
\nthe class of directors whose term expires at that meeting shall be elected to
\nhold office for a term expiring at the annual meeting of Stockholders held in
\nthe third year following the year of their election. Except as otherwise
\nprovided in the Certificate of Incorporation, newly created directorships
\nresulting from any increase in the number of directors and any vacancies on the
\nBoard resulting from death, resignation, disqualification, removal or other
\ncause shall be filled by the affirmative vote of a majority of the remaining
\ndirectors then in office, even if less than a quorum of the Board, or by a sole
\nremaining director. Any director elected in accordance with the preceding
\nsentence shall hold office until the annual meeting of Stockholders at which the
\nterm of office of the class to which such director has been elected expires and
\nuntil such director’s successor shall have been elected and qualified. No
\ndecrease in the number of directors constituting the Board shall shorten the
\nterm of any incumbent director.<\/p>\n
SECTION 3. Advance Notice of Stockholder Business and Nominations.<\/p>\n
a) Annual Meeting of Stockholders.<\/p>\n
(i) Nominations of persons for election to the Board of Directors
\n of the Corporation and the proposal of business to be considered by
\n the Stockholders may be made at an annual meeting of Stockholders as
\n follows:<\/p>\n
3<\/p>\n
a) pursuant to the Corporation’s notice of meeting;
\n b) by or at the direction of the Board of Directors; or
\n c) by any Stockholder of the Corporation who was a
\n Stockholder of record at the time of giving notice
\n provided for in this by-law, who is entitled to vote
\n at the meeting and who complied with the notice
\n procedures set forth in this by-law.<\/p>\n
(ii) For nominations or other business to be properly brought
\n before an annual meeting by a Stockholder pursuant to clause c) of
\n paragraph (a)(i) of this by-law, the Stockholder must have given
\n timely notice thereof in writing to the Secretary, of the Corporation,
\n and such other business must be a proper matter for Stockholder
\n action. To be timely, a Stockholder’s notice shall be delivered to the
\n Secretary at the principal executive offices of the Corporation not
\n later than the close of business on the 90th day nor earlier than the
\n close of business on the 120th day prior to the first anniversary of
\n the preceding year’s annual meeting; provided, however, that in the
\n event that the date of the annual meeting is more than 30 days before
\n or more than 60 days after such anniversary date, notice by the
\n Stockholder to be timely must be so delivered not earlier than the
\n close of business on the 120th day prior to such annual meeting and
\n not later than the close of business on the later of the 90th day
\n prior to such annual meeting or the 10th day following the day on
\n which public announcement of the date of such meeting is first made.
\n In no event shall the public announcement of an adjournment of an
\n annual meeting commence a new time period for the giving of a
\n Stockholder’s notice as described above. Such Stockholder’s notice
\n shall set forth:<\/p>\n
a) as to each person whom the Stockholder proposes to
\n nominate for election or reelection as a director, all
\n information relating to such person that is required to be
\n disclosed in solicitations of proxies for election of directors
\n in an election contest, or is otherwise required, in each case
\n pursuant to Regulation 14A under the Securities Exchange Act of
\n 1934, as amended (the “Exchange Act”) and Rule 14a-11 thereunder
\n (including such person’s written consent to be named in the proxy
\n statement as a nominee and to serve as a director if elected);<\/p>\n
b) as to any other business that the Stockholder proposes to
\n bring before the meeting, a brief description of the business
\n desired to be brought before the meeting, the reasons for
\n conducting such business at the meeting and any material interest
\n in such business of such Stockholder and the beneficial owner, if
\n any, on whose behalf the proposal is made; and<\/p>\n
c) as to the Stockholder giving notice and the beneficial
\n owner, if any, on whose behalf the nomination or proposal is made
\n i) the name and address of such Stockholder, as they appear on
\n the Corporation’s books, and of such beneficial owner and ii) the
\n class and number of shares of the Corporation which are owned
\n beneficially and of record by such Stockholder and such
\n beneficial owner.<\/p>\n
4<\/p>\n
(iii) Notwithstanding anything in the second sentence of paragraph
\n (a)(ii) of this by-law to the contrary, in the event that the number of
\n directors to be elected to the Board of Directors of the Corporation is
\n increased and there is no public announcement naming all of the nominees
\n for director or specifying the size of the increased Board of Directors
\n made by the Corporation at least 100 days prior to the first anniversary of
\n the preceding year’s annual meeting, a Stockholder’s notice required by
\n this by-law shall also be considered timely, but only with respect to
\n nominees for any new positions created by such increase, if it shall be
\n delivered to the Secretary at the principal executive offices of the
\n Corporation not later than the close of business on the 10th day following
\n the day on which such public announcement is first made by the Corporation.<\/p>\n
a) Special Meetings of Stockholders. Only such business shall be
\n conducted at a special meeting of Stockholders as shall have been
\n brought before the meeting pursuant to the Corporation’s notice of
\n meeting. Nominations of persons for election to the Board of Directors
\n may be made at a special meeting of Stockholders at which directors
\n are to be elected pursuant to the Corporation’s notice of meeting (i)
\n by or at the direction of the Board of Directors or (ii) by any
\n Stockholder of the Corporation who is a Stockholder of record at the
\n time of giving of notice provided for in this by-law, who shall be
\n entitled to vote at the meeting and who complies with the notice
\n procedures set forth in this by-law. In the event the Corporation
\n calls a special meeting of Stockholders for the purpose of electing
\n one or more directors to the Board of Directors, any such Stockholder
\n may nominate a person or persons (as the case may be), for election to
\n such position(s) as specified in the Corporation’s notice of meeting,
\n if the Stockholder’s notice required by paragraph (a)(iii) of this
\n by-law shall be delivered to the Secretary at the principal executive
\n offices of the Corporation not earlier than the close of business on
\n the 120th day prior to such special meeting and not later than the
\n close of business on the later of the 90th day prior to such special
\n meeting or the 10th day following the day on which public announcement
\n is first made of the date of the special meeting and of the nominees
\n proposed by the Board of Directors to be elected at such meeting. In
\n no event shall the public announcement of an adjournment of a special
\n meeting commence a new time period for the giving of a Stockholder’s
\n notice as described above.<\/p>\n
b) General.<\/p>\n
(i) Only such persons who are nominated in accordance with
\n the procedures set forth in this by-law shall be eligible to
\n serve as directors and only such business shall be conducted at a
\n meeting of Stockholders as shall have been brought before the
\n meeting in accordance with the procedures set forth in this
\n by-law. Except as otherwise provided by law or the by-laws of the
\n Corporation, the<\/p>\n
5<\/p>\n
Chairman of the meeting shall have the power and duty to
\n determine whether a nomination or any business proposed to be
\n brought before the meeting was made, or proposed, as the case may
\n be, in accordance with the procedures set forth in this by-law
\n and, if any proposed nomination or business is not in compliance
\n with this by-law, to declare that such defective proposal or
\n nomination shall be disregarded.<\/p>\n
(ii) For purposes of this by-law, “public announcement”
\n shall mean disclosure in a press release reported by the Dow
\n Jones News Service, Associated Press or comparable national news
\n service or in a document publicly filed by the corporation with
\n the Securities and Exchange commission pursuant to Section 13, 14
\n or 15(d) of the Exchange Act.<\/p>\n
(iii) Notwithstanding the foregoing provisions of this
\n by-law, a Stockholder shall also comply with all applicable
\n requirements of the Exchange Act and the rules and regulations
\n thereunder with respect to the matters set forth in this by-law.
\n Nothing in this by-law shall be deemed to affect any rights of a)
\n Stockholders to request inclusion in proposals in the
\n Corporation’s proxy statement pursuant to Rule 14a-8 under the
\n Exchange Act or b) the holders of any series of Preferred Stock
\n to elect directors under specified circumstances.<\/p>\n
SECTION 4. Place of Meetings. Meetings of the Board shall be held at such
\nplace, within or without the State of Delaware, as the Board may from time to
\ntime determine or as shall be specified or fixed in the notice or waiver of
\nnotice of any such meeting.<\/p>\n
SECTION 5. Regular Meetings. Regular meetings of the Board shall be held in
\naccordance with a yearly meeting schedule as determined by the Board; or such
\nmeetings may be held on such other days and at such other times as the Board may
\nfrom time to time determine. Notice of regular meetings of the Board need not be
\ngiven except as otherwise required by these By-laws.<\/p>\n
SECTION 6. Special Meetings. Special meetings of the Board may be called by
\nthe Chief Executive Officer and shall be called by the Secretary at the request
\nof any two of the other directors.<\/p>\n
SECTION 7. Notice of Meetings. Notice of each special meeting of the Board
\n(and of each regular meeting for which notice shall be required), stating the
\ntime, place and purposes thereof, shall be mailed to each director, addressed to
\nhim at his residence or usual place of business, or shall be sent to him by
\ntelex, cable or telegram so addressed, or shall be given personally or by
\ntelephone, on 24 hours’ notice, or such shorter notice as the person or persons
\ncalling such meeting may deem necessary or appropriate in the circumstances.<\/p>\n
6<\/p>\n
SECTION 8. Quorum and Manner of Acting. The presence of at least a majority
\nof the authorized number of directors shall constitute a quorum for the
\ntransaction of business at any meeting of the Board. If a quorum shall not be
\npresent at any meeting of the Board, a majority of the directors present thereat
\nmay adjourn the meeting from time to time, without notice other than
\nannouncement at the meeting, until a quorum shall be present. Except where a
\ndifferent vote is required by law or the Certificate of Incorporation or these
\nBy-laws, the vote of a majority of the directors present at a meeting at which a
\nquorum is present shall be the act of the Board. Any action required or
\npermitted to be taken by the Board may be taken without a meeting if all the
\ndirectors consent thereto in writing and the writing or writings are filed with
\nthe minutes of proceedings of the Board. Any one or more directors may
\nparticipate in any meeting of the Board by means of conference telephone or
\nsimilar communications equipment by means of which all persons participating in
\nthe meeting can hear each other. Participation by such means shall constitute
\npresence in person at a meeting of the Board.<\/p>\n
SECTION 9. Resignation. Any director may resign at any time by giving
\nwritten notice to the Chairman of the Board, the Chief Executive Officer or the
\nSecretary, which notice shall be deemed to constitute notice to the Corporation.
\nSuch resignation shall take effect upon receipt of such notice or at any later
\ntime specified therein.<\/p>\n
SECTION 10. Removal of Directors. Subject to the rights of the holders of
\nPreferred Stock, any director may be removed from office only for cause by the
\naffirmative vote of the holders of at least 80% of the voting power of all
\nshares of the Corporation entitled to vote generally in the election of
\ndirectors, voting together as a single class.<\/p>\n
SECTION 11. Compensation of Directors. The Board may provide for the
\npayment to any of the directors, other than officers or employees of the
\nCorporation, of a specified amount for services as a director or member of a
\ncommittee of the Board, or of a specified amount for attendance at each regular
\nor special Board meeting or committee meeting, or of both, and all directors
\nshall be reimbursed for expenses of attendance at any such meeting; provided,
\nhowever, that nothing herein contained shall be construed to preclude any
\ndirector from serving the Corporation in any other capacity and receiving
\ncompensation therefor.<\/p>\n
ARTICLE IV
\n COMMITTEES OF THE BOARD<\/p>\n
SECTION 1. Appointment and Powers of Audit Committee. The Board shall, by
\nresolution adopted by the affirmative vote of a majority of the authorized
\nnumber of directors, designate an Audit Committee of the Board, which shall
\nconsist of such number of directors as the Board may determine and shall be
\ncomprised solely of directors independent of management and free from any
\nrelationship that, in the opinion of the Board, would interfere with the
\nexercise of independent judgment as a committee member. The Audit Committee
\nshall (i) make recommendations to the Board as to the independent accountants
\nto be<\/p>\n
7<\/p>\n
appointed by the Board; (ii) review with the independent accountants the
\nscope of their examination; (iii) receive the reports of the independent
\naccountants and meet with representatives of such accountants for the purpose of
\nreviewing and considering questions relating to their examination and such
\nreports; (iv) review, either directly or through the independent accountants,
\nthe internal accounting and auditing procedures of the Corporation and (v)
\nperform such other functions as may be assigned to it from time to time by the
\nBoard. The Audit Committee may determine its manner of acting and fix the time
\nand place of its meetings, unless the Board shall otherwise provide. A majority
\nof the members of the Audit Committee shall constitute a quorum for the
\ntransaction of business by the committee and the vote of a majority of the
\nmembers of the committee present at a meeting at which a quorum is present shall
\nbe the act of the committee.<\/p>\n
SECTION 2. Other Committees. The Board may, by the affirmative vote of a
\nmajority of the authorized number of directors, designate members of the Board
\nto constitute an Executive Committee, a Management Development and Compensation
\nCommittee and other committees of the Board, which shall in each case consist of
\nsuch number of directors as the Board may determine, and shall have and may
\nexercise, to the extent permitted by law, such powers and authority as the Board
\nmay by resolution delegate to them and may authorize the seal of the Corporation
\nto be affixed to all papers which require it. Each such committee may determine
\nits manner of acting and fix the time and place of its meetings, unless the
\nBoard shall otherwise provide. A majority of the members of any such committee
\nshall constitute a quorum for the transaction of business by the committee and
\nthe vote of a majority of the members of such committee present at a meeting at
\nwhich a quorum is present shall be the act of the committee.<\/p>\n
SECTION 3. Action by Consent; Participation by Telephone or Similar
\nEquipment. Unless the Board shall otherwise provide, any action required or
\npermitted to be taken by any committee may be taken without a meeting if all
\nmembers of the committee consent thereto in writing and the writing or writings
\nare filed with the minutes of proceedings of the committee. Unless the Board
\nshall otherwise provide, any one or more members of any committee may
\nparticipate in any meeting of the committee by means of conference telephone or
\nsimilar communications equipment by means of which all persons participating in
\nthe meeting can hear each other. Participation by such means shall constitute
\npresence in person at a meeting of the committee.<\/p>\n
SECTION 4. Changes in Committees; Resignations; Removals. The Board shall
\nhave power, by the affirmative vote of a majority of the authorized number of
\ndirectors, at any time to change the members of, to fill vacancies in, and to
\ndischarge any committee of the Board. Any member of any such committee may
\nresign at any time by giving written notice to the Chairman of the Board, the
\nChief Executive Officer, the Chairman of such committee or the Secretary, which
\nnotice shall be deemed to constitute notice to the Corporation. Such resignation
\nshall take effect upon receipt of such notice or at any later time specified
\ntherein. Any member of any such committee may be removed at any time, either
\nwith or without cause, by the affirmative vote of a majority of the authorized
\nnumber of directors at any<\/p>\n
8<\/p>\n
meeting of the Board, provided such removal shall have been referred to in the
\nnotice of such meeting.<\/p>\n
ARTICLE V
\n OFFICERS<\/p>\n
SECTION 1. Number and Qualifications. The officers of the Corporation may
\ninclude a Chairman of the Board, Vice Chairman of the Board, Chief Executive
\nOfficer, President, one or more Vice Presidents, General Counsel, Treasurer,
\nSecretary and Controller; provided, however, that any one or more of the
\nforegoing offices may remain vacant from time to time, except as otherwise
\nrequired by law. So far as practicable, the officers shall be elected annually
\non the day of the annual meeting of Stockholders. Each officer shall hold office
\nuntil the next annual election of officers and until his successor is elected
\nand qualified, or until his death or retirement, or until he shall have resigned
\nor been removed in the manner hereinafter provided. The same person may hold
\nmore than one office. The Chairman of the Board, the Vice Chairman of the Board,
\nthe Chief Executive Officer and the President shall be elected from among the
\ndirectors. The Board may from time to time elect or appoint such other officers
\nor agents as may be necessary or desirable for the business of the Corporation.
\nSuch other officers and agents shall have such titles and duties and shall hold
\ntheir offices for such terms as may be prescribed by the Board. The Chief
\nExecutive Officer may appoint one or more Deputy, Associate or Assistant
\nofficers, or such other agents as may be necessary or desirable for the business
\nof the Corporation. In case one or more Deputy, Associate or Assistant officers
\nshall be appointed, the officer such appointee assists may delegate to him the
\nauthority to perform such of the officer’s duties as the officer may determine.<\/p>\n
SECTION 2. Resignations. Any officer may resign at any time by giving
\nwritten notice to the Chairman of the Board, the Chief Executive Officer or the
\nSecretary, which notice shall be deemed to constitute notice to the Corporation.
\nSuch resignation shall take effect upon receipt of such notice or at any later
\ntime specified therein.<\/p>\n
SECTION 3. Removal. Any officer or agent may be removed, either with or
\nwithout cause, at any time, by the Board at any meeting, provided such removal
\nshall have been referred to in the notice of such meeting; provided, further,
\nthat the Chief Executive Officer may remove any agent appointed by the Chief
\nExecutive Officer.<\/p>\n
SECTION 4. Vacancies. Any vacancy among the officers, whether caused by
\ndeath, resignation, removal or otherwise, shall be filled in the manner
\nprescribed for election to such office.<\/p>\n
SECTION 5. Chairman of the Board. The Chairman of the Board shall, if
\npresent, preside at all meetings of the Board and, in the absence of the Chief
\nExecutive Officer, at all meetings of the Stockholders. He shall perform the
\nduties incident to the office of the Chairman of the Board and all such other
\nduties as are specified in these By-laws or as shall be assigned to him from
\ntime to time by the Board.<\/p>\n
9<\/p>\n
SECTION 6. Vice Chairman of the Board. The Vice Chairman of the Board
\nshall, if present, preside at all meetings of the Board at which the Chairman of
\nthe Board shall not be present and at all meetings of the Stockholders at which
\nneither the Chief Executive Officer nor the Chairman of the Board shall be
\npresent. He shall perform such other duties as shall be assigned to him from
\ntime to time by the Board or the Chief Executive Officer.<\/p>\n
SECTION 7. Chief Executive Officer. The Chief Executive Officer shall, if
\npresent, preside at all meetings of the Stockholders. He shall have, under the
\ncontrol of the Board, general supervision and direction of the business and
\naffairs of the Corporation. He shall at all times see that all resolutions or
\ndeterminations of the Board are carried into effect. He may from time to time
\nappoint, remove or change members of and discharge one or more advisory
\ncommittees, each of which shall consist of such number of persons (who may, but
\nneed not, be directors or officers of the Corporation), and have such advisory
\nduties, as he shall determine. He shall perform the duties incident to the
\noffice of the Chief Executive Officer and all such other duties as are specified
\nin these By-laws or as shall be assigned to him from time to time by the Board.<\/p>\n
SECTION 8. President. The President shall be the chief operating officer of
\nthe Corporation and shall perform such duties as shall be assigned to him from
\ntime to time by the Board or the Chief Executive Officer.<\/p>\n
SECTION 9. Vice Presidents. The Board shall, if it so determines, elect one
\nor more Vice Presidents (with such additional titles as the Board may
\nprescribe), each of whom shall perform such duties as shall be assigned to him
\nfrom time to time by the Chief Executive Officer or such other officer to whom
\nthe Vice President reports.<\/p>\n
SECTION 10. General Counsel. The General Counsel shall be the chief legal
\nofficer of the Corporation and the head of its legal department. He shall, in
\ngeneral, perform the duties incident to the office of General Counsel and all
\nsuch other duties as may be assigned to him from time to time by the Chief
\nExecutive Officer.<\/p>\n
SECTION 11. Treasurer. The Treasurer shall have charge and custody of all
\nfunds and securities of the Corporation, shall keep full and accurate accounts
\nof receipts and disbursements in books belonging to the Corporation, shall
\ndeposit all funds of the Corporation in such depositaries as may be designated
\npursuant to these By-laws, shall receive, and give receipts for, moneys due and
\npayable to the Corporation from any source whatsoever, shall disburse the funds
\nof the Corporation and shall render to all regular meetings of the Board, or
\nwhenever the Board may require, an account of all his transactions as Treasurer.
\nHe shall, in general, perform all the duties incident to the office of Treasurer
\nand all such other duties as may be assigned to him from time to time by the
\nChief Executive Officer or such other officer to whom the Treasurer reports.<\/p>\n
SECTION 12. Secretary. The Secretary shall, if present, act as secretary of
\nall meetings of the Board, the Executive Committee and other committees of the
\nBoard and the Stockholders and shall have the duty to record the proceedings of
\nsuch meetings in one or<\/p>\n
10<\/p>\n
more books provided for that purpose. He shall see that all notices are duly
\ngiven in accordance with these By-laws and as required by law, shall be
\ncustodian of the seal of the Corporation and shall affix and attest the seal to
\nall documents to be executed on behalf of the Corporation under its seal. He
\nshall, in general, perform all the duties incident to the office of Secretary
\nand all such other duties as may be assigned to him from time to time by the
\nChief Executive Officer or such other officer to whom the Secretary reports.<\/p>\n
SECTION 13. Controller. The Controller shall have control of all the books
\nof account of the Corporation, shall keep a true and accurate record of all
\nproperty owned by it, its debts and of its revenues and expenses, shall keep all
\naccounting records of the Corporation (other than the accounts of receipts and
\ndisbursements and those relating to the deposit or custody of funds and
\nsecurities of the Corporation, which shall be kept by the Treasurer) and shall
\nrender to the Board, whenever the Board may require, an account of the financial
\ncondition of the Corporation. He shall, in general, perform all the duties
\nincident to the office of Controller and all such other duties as may be
\nassigned to him from time to time by the Chief Executive Officer or such other
\nofficer to whom the Controller reports.<\/p>\n
SECTION 14. Bonds of Officers. If required by the Board, any officer of the
\nCorporation shall give a bond for the faithful discharge of his duties in such
\namount and with such surety or sureties as the Board may require.<\/p>\n
SECTION 15. Compensation. The salaries of the officers shall be fixed from
\ntime to time by the Board; provided, however, that the Chief Executive Officer
\nmay fix or delegate to others the authority to fix the salaries of any agents
\nappointed by the Chief Executive Officer.<\/p>\n
SECTION 16. Officers of Operating Companies or Divisions. The Chief
\nExecutive Officer shall have the power to appoint, prescribe the terms of
\noffice, the responsibilities and duties and salaries of, and remove, the
\nofficers of the operating companies or divisions other than those who are
\nofficers of the Corporation.<\/p>\n
ARTICLE VI
\n CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.<\/p>\n
SECTION 1. Contracts. The Board may authorize any officer or officers,
\nagent or agents, in the name and on behalf of the Corporation, to enter into any
\ncontract or to execute and deliver any instrument, which authorization may be
\ngeneral or confined to specific instances; and, unless so authorized by the
\nBoard, no officer, agent or employee shall have any power or authority to bind
\nthe Corporation by any contract or engagement or to pledge its credit or to
\nrender it liable pecuniarily for any purpose or for any amount.<\/p>\n
SECTION 2. Checks, etc. All checks, drafts, bills of exchange or other
\norders for the payment of money out of the funds of the Corporation, and all
\nnotes or other evidences of indebtedness of the Corporation, shall be signed in
\nthe name and on behalf of the Corporation in such manner as shall from time to
\ntime be authorized by the Board, which authorization may be general or confined
\nto specific instances.<\/p>\n
11<\/p>\n
SECTION 3. Loans. No loan shall be contracted on behalf of the Corporation,
\nand no negotiable paper shall be issued in its name, unless authorized by the
\nBoard, which authorization may be general or confined to specific instances. All
\nbonds, debentures, notes and other obligations or evidences of indebtedness of
\nthe Corporation issued for such loans shall be made, executed and delivered as
\nthe Board shall authorize, which authorization may be general or confined to
\nspecific instances.<\/p>\n
SECTION 4. Deposits. All funds of the Corporation not otherwise employed
\nshall be deposited from time to time to the credit of the Corporation in such
\nbanks, trust companies or other depositaries as may be selected by or in the
\nmanner designated by the Board. The Board or its designees may make such special
\nrules and regulations with respect to such bank accounts, not inconsistent with
\nthe provisions of these By-laws, as may be deemed expedient.<\/p>\n
ARTICLE VII
\n CAPITAL STOCK<\/p>\n
SECTION 1. Stock Certificates and Uncertificated Shares. The shares of the
\nCorporation may be represented by certificates or may be uncertificated. Each
\nStockholder shall be entitled to have, in such form as shall be approved by the
\nBoard, a certificate or certificates signed by the Chairman of the Board or the
\nVice Chairman of the Board or the President or a Vice President and by the
\nTreasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
\nrepresenting the number of shares of capital stock of the Corporation owned by
\nsuch Stockholder. Any or all of the signatures on any such certificate may be a
\nfacsimile. In case any officer, transfer agent or registrar who has signed or
\nwhose facsimile signature has been placed upon any such certificate shall have
\nceased to be such before such certificate is issued, such certificate may be
\nissued by the Corporation with the same effect as if such officer, transfer
\nagent or registrar had been such at the date of its issue. Absent a specific
\nrequest for such a certificate by the registered owner or transferee thereof,
\nall shares may be uncertificated upon the original issuance thereof by the
\nCorporation or upon surrender of the certificate representing such shares to the
\nCorporation or its transfer agent.<\/p>\n
SECTION 2. List of Stockholders Entitled to Vote. The officer of the
\nCorporation who has charge of the stock ledger of the Corporation shall prepare
\nor cause to have prepared, at least 10 days before every meeting of
\nStockholders, a complete list of the Stockholders entitled to vote at the
\nmeeting, arranged in alphabetical order, and showing the address of each
\nStockholder and the number of shares registered in the name of each Stockholder.
\nSuch list shall be open to the examination of any Stockholder, for any purpose
\ngermane to the meeting, during ordinary business hours, for a period of at least
\n10 days prior to the meeting, either at a place within the city where the
\nmeeting is to be held, which place shall be specified in the notice of the
\nmeeting, or, if not so specified, at the place where the meeting is to be held.
\nThe list shall also be produced and kept at the time and place of the meeting
\nduring the whole time thereof, and may be inspected by any Stockholder of the
\nCorporation who is present.<\/p>\n
SECTION 3. Stock Ledger. The stock ledger of the Corporation shall be the
\nonly evidence as to who are the Stockholders entitled to examine the stock
\nledger, the list required<\/p>\n
12<\/p>\n
by Section 2 of this Article VII or the books of the Corporation, or to vote in
\nperson or by proxy at any meeting of Stockholders.<\/p>\n
SECTION 4. Transfers of Capital Stock. Transfers of shares of capital stock
\nof the Corporation shall be registered on the stock record of the Corporation,
\nand if requested by the registered owner or transferee thereof, a new
\ncertificate shall be issued to the person entitled thereto, upon presentation
\nand surrender, with a request to register transfer, of the certificate or
\ncertificates representing the shares properly endorsed by the holder of record
\nor accompanied by a separate document signed by the holder of record containing
\nan assignment or transfer of the shares or a power to assign or transfer the
\nshares or upon presentation of proper transfer instructions from the holder of
\nrecord of uncertificated shares. The Board may make such additional rules and
\nregulations as it may deem expedient concerning the issue and transfer of
\ncertificates representing shares of the capital stock of the Corporation.<\/p>\n
SECTION 5. Lost Certificates. The Corporation may issue uncertificated
\nshares, or if requested by the registered owner, a new certificate or cause a
\nnew certificate to be issued, in place of any certificate theretofore issued by
\nthe Corporation alleged to have been lost, stolen or destroyed, upon the making
\nof an affidavit of that fact by the person claiming the certificate to be lost,
\nstolen or destroyed. The Corporation may require the owner of such lost, stolen
\nor destroyed certificate, or his legal representative, to give the Corporation a
\nbond sufficient to indemnify it against any claim that may be made against it on
\naccount of the alleged loss, theft or destruction of any such certificate or the
\nissuance of such new certificate.<\/p>\n
SECTION 6. Fixing of Record Date. In order that the Corporation may
\ndetermine the Stockholders entitled to notice of or to vote at any meeting of
\nStockholders or any adjournment thereof, the Board may fix a record date, which
\nrecord date shall not precede the date upon which the resolution fixing the
\nrecord date is adopted by the Board and which record date shall not be more than
\n60 nor less than 10 days before the date of such meeting. A determination of
\nStockholders of record entitled to notice of or to vote at a meeting of
\nStockholders shall apply to any adjournment of the meeting; provided, however,
\nthat the Board may fix a new record date for the adjourned meeting. In order
\nthat the Corporation may determine the Stockholders entitled to receive payment
\nof any dividend or other distribution or allotment of any rights or the
\nStockholders entitled to exercise any rights in respect of any change,
\nconversion or exchange of capital stock or for the purpose of any other lawful
\naction, the Board may fix a record date, which record date shall not precede the
\ndate upon which the resolution fixing the record date is adopted, and which
\nrecord date shall be not more than 60 days prior to such action.<\/p>\n
SECTION 7. Registered Owners. Prior to due presentment for registration of
\ntransfer of a certificate representing shares of capital stock of the
\nCorporation or of proper transfer instructions with respect to uncertificated
\nshares, the Corporation may treat the registered owner of such shares as the
\nperson exclusively entitled to vote, to receive dividends, to receive
\nnotifications, and otherwise to exercise all the rights and powers of an owner
\nof such shares, except as otherwise provided by law.<\/p>\n
13<\/p>\n
ARTICLE VIII
\n FISCAL YEAR<\/p>\n
The Corporation’s fiscal year shall coincide with the calendar year.<\/p>\n
ARTICLE IX
\n SEAL<\/p>\n
The Corporation’s seal shall be circular in form and shall include the
\nwords “Honeywell International Inc., Delaware, 1985, Seal.”<\/p>\n
ARTICLE X
\n WAIVER OF NOTICE<\/p>\n
Whenever any notice is required by law, the Certificate of Incorporation or
\nthese By-laws, to be given to any director, member of a committee or
\nStockholder, a waiver thereof in writing, signed by the person or persons
\nentitled to said notice, whether before or after the time stated therein, shall
\nbe deemed equivalent thereto. Attendance of a person at a meeting shall
\nconstitute a waiver of notice of such meeting, except when the person attends a
\nmeeting for the express purpose of objecting, at the beginning of the meeting,
\nto the transaction of any business because the meeting is not lawfully called or
\nconvened. Neither the business to be transacted at, nor the purpose of, any
\nregular or special meeting of the Stockholders, directors, or members of a
\ncommittee of directors need be specified in any written waiver of notice.<\/p>\n
ARTICLE XI
\n AMENDMENTS<\/p>\n
These By-laws or any of them may be amended or supplemented in any respect
\nat any time, either (a) at any meeting of Stockholders, provided that any
\namendment or supplement proposed to be acted upon at any such meeting shall have
\nbeen described or referred to in the notice of such meeting, or (b) at any
\nmeeting of the Board, provided that any amendment or supplement proposed to be
\nacted upon at any such meeting shall have been described or referred to in the
\nnotice of such meeting or an announcement with respect thereto shall have been
\nmade at the last previous Board meeting, and provided further that no amendment
\nor supplement adopted by the Board shall vary or conflict with any amendment or
\nsupplement adopted by the Stockholders. Notwithstanding the preceding sentence,
\nthe affirmative vote of the holders of at least 80% of the voting power of the
\nthen outstanding shares of capital stock of the Corporation entitled to vote
\ngenerally in the election of directors, voting together as a single class, shall
\nbe required to amend or repeal, or adopt any provisions inconsistent with,
\nSection 3 of Article II of these By-laws, Sections 2 or 10 of Article III of
\nthese By-laws, or this sentence.<\/p>\n
ARTICLE XII
\n EMERGENCY BY-LAWS<\/p>\n
14<\/p>\n
SECTION 1. Emergency Board of Directors. In case of an attack on the United
\nStates or on a locality in which the Corporation conducts its business or
\ncustomarily holds meetings of the Board or the Stockholders, or during any
\nnuclear or atomic disaster, or during the existence of any catastrophe, or other
\nsimilar emergency condition, as a result of which a quorum of the Board or a
\ncommittee thereof cannot readily be convened for action in accordance with the
\nprovisions of the By-laws, the business and affairs of the Corporation shall be
\nmanaged by or under the direction of an Emergency Board of Directors
\n(hereinafter called the Emergency Board) established in accordance with Section
\n2 of this Article XII.<\/p>\n
SECTION 2. Membership of Emergency Board of Directors. The Emergency Board
\nshall consist of at least three of the following persons present or available at
\nthe Emergency Corporate Headquarters determined according to Section 5 of this
\nArticle XII: (i) those persons who were directors at the time of the attack or
\nother event mentioned in Section 1 of this Article XII, and (ii) any other
\npersons appointed by such directors to the extent required to provide a quorum
\nat any meeting of the Board. If there are no such directors present or available
\nat the Emergency Corporate Headquarters, the Emergency Board shall consist of
\nthe three highest-ranking officers or employees of the Corporation present or
\navailable and any other persons appointed by them.<\/p>\n
SECTION 3. Powers of the Emergency Board. The Emergency Board will have the
\nsame powers as those granted to the Board in these By-laws, but will not be
\nbound by any requirement of these By-laws which a majority of the Emergency
\nBoard believes impracticable under the circumstances.<\/p>\n
SECTION 4. Stockholders’ Meeting. At such time as it is practicable to do
\nso the Emergency Board shall call a meeting of Stockholders for the purpose of
\nelecting directors. Such meeting will be held at a time and place to be fixed by
\nthe Emergency Board and pursuant to such notice to Stockholders as it is deemed
\npracticable to give. The Stockholders entitled to vote at the meeting, present
\nin person or represented by proxy, shall constitute a quorum.<\/p>\n
SECTION 5. Emergency Corporate Headquarters. Emergency Corporate
\nHeadquarters shall be at such location as the Board or the Chief Executive
\nOfficer shall determine prior to the attack or other event, or if not so
\ndetermined, at such place as the Emergency Board may determine.<\/p>\n
SECTION 6. Limitation of Liability. No officer, director or employee
\nacting in accordance with the provisions of this Article XII shall be liable
\nexcept for willful misconduct.<\/p>\n
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