{"id":41463,"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-mohawk-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-mohawk-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-mohawk-industries-inc.html","title":{"rendered":"By-Laws &#8211; Mohawk Industries Inc."},"content":{"rendered":"<pre>                                                            Last amended 8\/1\/00\n\n\n                            MOHAWK INDUSTRIES, INC.\n\n                             AMENDED AND RESTATED\n                                    BY-LAWS\n\n\n                                   ARTICLE I\n                                   ---------\n                                    Offices\n                                    -------\n                                        \n\nThe Corporation shall at all times maintain a registered office in the State of\nDelaware and a registered agent at that address but may have other offices\nlocated in or outside of the State of Delaware as the Board of Directors may\nfrom time to time determine.\n\n\n                                  ARTICLE II\n                                  ----------\n                            Stockholders' Meetings\n                            ----------------------\n                                        \n     2.1  Places of Meetings. All meetings of stockholders shall be held at such\n          ------------------                                                \nplace or places in or outside of the State of Delaware as the Board of Directors\nmay from time to time determine or as may be designated in the notice of meeting\nor waiver of notice thereof, subject to any provisions of the laws of the State\nof Delaware.\n\n     2.2  Annual Meetings. The annual meeting of stockholders for the election\n          ---------------                                                      \nof directors and the transaction of such other business as may properly come\nbefore the meeting shall be held on such date and at such time as may be\ndesignated from time to time by the Board of Directors. If the annual meeting is\nnot held on the date designated, it may be held as soon thereafter as convenient\nand shall be called the annual meeting. Written notice of the time and place of\nthe annual meeting shall be given by mail to each stockholder entitled to vote\nthereat at his address as it appears on the records of the Corporation not less\nthan ten (10) nor more than sixty (60) days prior to the scheduled date thereof,\nunless such notice is waived as provided by Article IX of these By-laws.\n\n     2.3  Special Meetings. Special meetings of stockholders may be called at\n          ----------------                                                    \nany time only by the Board of Directors or the Chairman of the Board of\nDirectors stating the specific purpose or purposes thereof. Written notice of\nthe time, place and specific purposes of such meeting shall be given by mail to\neach stockholder entitled to vote thereat at his address as it appears on the\nrecords of the Corporation not less than ten (10) nor more than sixty (60) days\nprior to the scheduled date thereof, unless such notice is waived as provided in\nArticle IX of these By-laws. The only business which may be conducted at a\nspecial meeting, other than procedural matters and matters relating to the\n\n \nconduct of the meeting, shall be the matter or matters described in the notice\nof the meeting.\n\n     2.4  Voting. Unless otherwise provided in a resolution or resolutions\n          ------                                                           \nproviding for any class or series of Preferred Stock pursuant to Article 4 of\nthe Certificate of Incorporation or by the Delaware General Corporation Law, at\nall meetings of stockholders, each stockholder entitled to vote on the record\ndate as determined under Article VI, Section 6.3 of these By-laws or, if not so\ndetermined, as prescribed under the laws of the State of Delaware, shall be\nentitled to one vote in person or by written proxy, for each share of stock\nstanding of record in his name, subject to any restrictions or qualifications\nset forth in the Certificate of Incorporation or any amendment thereto. All\nelections for the Board of Directors shall be decided by a plurality of the\nvotes of the shares present in person or represented by proxy at the meeting and\nentitled to vote on the election of directors and all other questions shall be\ndecided by the affirmative vote of the majority of shares present in person or\nrepresented by proxy at the meeting and entitled to vote on the subject matter,\nin each case except as otherwise required by the Delaware General Corporation\nLaw or as provided for in the Certificate of Incorporation or these By-laws.\n\n     2.5  Quorum. At any meeting of stockholders, a majority of the number of\n          ------                                                              \nshares of stock outstanding and entitled to vote thereat, present in person or\nby proxy, shall constitute a quorum, but a smaller interest may adjourn any\nmeeting from time to time, and the meeting may be held as adjourned without\nfurther notice, subject to such limitation as may be imposed under the laws of\nthe State of Delaware.\n\n     2.6  List of Stockholders. At least ten (10) days before every meeting, a\n          --------------------                                                 \ncomplete list of the stockholders entitled to vote at the meeting, arranged in\nalphabetical order and showing the address of and the number of shares\nregistered in the name of each stockholder, shall be prepared by the Secretary\nor the transfer agent in charge of the stock ledger of the Corporation. Such\nlist shall be open for examination by any stockholder, for any purpose germane\nto the meeting, during ordinary business hours, for a period of at least ten\n(10) 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 specified, at the place where the meeting is to be held. The\nlist shall also be produced and kept at the time and place of the meeting during\nthe whole time thereof, and may be inspected by any stockholder who is present.\nThe stock ledger shall be the only evidence as to who are the stockholders\nentitled to examine such list or the books of the Corporation or to vote in\nperson or by proxy at such meeting.\n\n     2.7  Organization and Procedure. (a)  The Chairman of the Board, or, in the\n          --------------------------                                      \nabsence of the Chairman of the Board, the Vice Chairman, or, in the absence of\nthe Vice Chairman, any other person designated by the Board of Directors, shall\npreside at meetings of stockholders. The Secretary of the Corporation shall act\nas secretary, but in the absence of the Secretary, the presiding officer may\nappoint a secretary.\n\n                                      -2-\n\n \n     (b)  At each meeting of stockholders, the chairman of the meeting shall fix\nand announce the date and time of the opening and the closing of the polls for\neach matter upon which the stockholders will vote at the meeting and shall\ndetermine the order of business and all other matters of procedure. Except to\nthe extent inconsistent with any such rules and regulations as adopted by the\nBoard of Directors, the chairman of the meeting may establish rules, which need\nnot be in writing, to maintain order for the conduct of the meeting, including,\nwithout limitation, restricting attendance to bona fide stockholders of record\nand their proxies and other persons in attendance at the invitation of the\nchairman and making rules governing speeches and debates. The chairman of the\nmeeting acts in his or her absolute discretion and his or her rulings are not\nsubject to appeal.\n\n     2.8  Stockholder Proposals and Nominations. (a)  No proposal for a \n          -------------------------------------                         \nstockholder vote (other than a proposal that appears in the Corporation's proxy\nstatement after compliance with the procedures set forth in Securities and\nExchange Commission Rule 14a-8 or any successor provision) shall be submitted by\na stockholder (a \"Stockholder Proposal\") to the Corporation's stockholders\nunless the stockholder submitting such proposal (the \"Proponent\") shall have\nfiled a written notice setting forth with particularity (i) the names and\nbusiness addresses of the Proponent and all natural persons, corporations,\npartnerships, trusts or any other type of legal entity or recognized ownership\nvehicle (collectively, a \"Person\") acting in concern with the Proponent; (ii)\nthe name and address of the Proponent and the Persons identified in clause (i),\nas they appear on the Corporation's books (if they so appear); (iii) the class\nand number of shares of the Corporation beneficially owned by the Proponent and\nby each Person identified in clause (i); (iv) a description of the Stockholder\nProposal containing all material information relating thereto; and (v) such\nother information as the Board of Directors reasonably determines is necessary\nor appropriate to enable the Board of Directors and stockholders of the\nCorporation to consider the Stockholder Proposal. The presiding officer at any\nstockholders' meeting may determine that any Stockholder Proposal was not made\nin accordance with the procedures prescribed in these Bylaws or is otherwise not\nin accordance with law, and if it is so determined, such officer shall so\ndeclare at the meeting and the Stockholder Proposal shall be disregarded.\n\n     (b)  Only persons who are selected and recommended by the Board of\nDirectors or the committee of the Board of Directors designated to make\nnominations, or who are nominated by stockholders in accordance with the\nprocedures set forth in this Section 2.8, shall be eligible for election, or\nqualified to serve, as directors. Nominations of individuals for election to the\nBoard of Directors of the Corporation at any annual meeting or any special\nmeeting of stockholders at which directors are to be elected may be made by any\nstockholder of the Corporation entitled to vote for the election of directors at\nthat meeting by compliance with the procedures set forth in this Section 2.8.\nNominations by stockholders shall be made by written notice (a \"Nomination\nNotice\"), which shall set forth (i) as to each individual nominated, (A) the\nname, date of birth, business address and residence address of such individual;\n(B) the business experience during the past five years of such nominee,\nincluding his or her principal occupations and\n\n                                      -3-\n\n \nemployment during such period, the name and principal business of any\ncorporation or other organization in which such occupations and employment were\ncarried on, and such other information as to the nature of his or her\nresponsibilities and level of professional competence as may be sufficient to\npermit assessment of his or her prior business experience; (C) whether the\nnominee is or has ever been at any time a director, officer or owner of five\npercent or more of any class of capital stock, partnership interests or other\nequity interest of any corporation, partnership or other entity; (D) any\ndirectorships held by such nominee in any company with a class of securities\nregistered pursuant to Section 12 of the Securities Exchange Act of 1934, as\namended, or subject to the requirements of Section 15(d) of such Act or any\ncompany registered as an investment company under the Investment Company Act of\nl940, as amended; and (E) whether, in the last five years, such nominee has been\nconvicted in a criminal proceeding or has been subject to a judgment, order,\nfinding or decree of any federal, state or other governmental entity, concerning\nany violation of federal, state or other law, or any proceeding in bankruptcy,\nwhich conviction, order, finding, decree or proceeding may be material to an\nevaluation of the ability or integrity of the nominee; and (ii) as to the Person\nsubmitting the Nomination Notice and any Person acting in concert with such\nPerson, (x) the name and business address of such Person, (y) the name and\naddress of such Person as they appear on the Corporation's books (if they so\nappear), and (z) the class and number of shares of the Corporation that are\nbeneficially owned by such Person. A written consent to being named in a proxy\nstatement as a nominee, and to serve as a director if elected, signed by the\nnominee, shall be filed with any Nomination Notice. If the presiding officer at\nany stockholders' meeting determines that a nomination was not made in\naccordance with the procedures prescribed by these By-laws, he shall so declare\nto the meeting and the defective nomination shall be disregarded.\n\n     (c)  If a Stockholder Proposal or Nomination Notice is to be submitted at\nan annual stockholders' meeting, it shall be delivered to the Secretary of the\nCorporation at the principal executive office of the Corporation within the time\nperiod specified in Securities and Exchange Commission Rule 14a-8(a)(3)(i) or\nany successor provision. Subject to Section 2.3 as to matters that may be acted\nupon at a special meeting of the stockholders, if a Stockholder Proposal or\nNomination Notice is to be submitted at a special meeting of the stockholders,\nit shall be delivered to the Secretary of the Corporation at the principal\nexecutive office of the Corporation no later than the close of business on the\nearlier of (i) the 30th day following the public announcement that a matter will\nbe submitted to a vote of the stockholders at a special meeting, or (ii) the\n15th day following the day on which notice of the special meeting was given.\n\n\n                                  ARTICLE III\n                                  -----------\n                              Board of Directors\n                              ------------------\n                                        \n     3.1  Powers. The business and affairs of the Corporation shall be carried\n          ------                                                               \non by or under the direction of the Board of Directors, which shall have all the\npowers \n\n                                      -4-\n\n \nauthorized by the laws of the State of Delaware, subject to such limitations as\nmay be provided by the Certificate of Incorporation or these By-laws.\n\n     3.2  Number and Qualification. The number of directors shall be determined\n          ------------------------                                              \nin the manner set forth in the Certificate of Incorporation. The members of the\nBoard of Directors shall be divided into classes if and as provided in the\nCertificate of Incorporation. Each director shall serve until the election and\nqualification of his successor or until his earlier death, resignation or\nremoval as provided in the Certificate of Incorporation or these By-laws. In\ncase of an increase in the number of directors between elections by the\nstockholders, the additional directorships shall be considered vacancies and\nshall be filled in the manner prescribed in the Certificate of Incorporation.\nDirectors need not be stockholders.\n\n     3.3  Compensation. The Board of Directors, or a committee thereof, may from\n          ------------                                                      \ntime to time by resolution authorize the payment of fees or other compensation\nto the directors for services as such to the Corporation, including, but not\nlimited to, fees for attendance at all meetings of the Board of Directors or any\ncommittee thereof, and determine the amount of such fees and compensation.\n\n     3.4  Meetings and Quorum. Meetings of the Board of Directors may be held\n          -------------------                                                 \neither in or outside of the State of Delaware. A quorum shall be one-third (1\/3)\nof the then authorized number of directors. The vote of the majority of the\ndirectors present at a meeting at which a quorum is present shall be the act of\nthe Board of Directors.\n\n     The Board of Directors shall, at the close of each annual meeting of\nstockholders and without further notice other than these By-laws, if a quorum of\ndirectors is then present or as soon thereafter as may be convenient, hold a\nregular meeting for the election of officers and the transaction of any other\nbusiness.\n\n     The Board of Directors may from time to time provide for the holding of\nregular meetings with or without notice and may fix the times and places at\nwhich such meetings are to be held. Meetings other than regular meetings may be\ncalled at any time by the Chairman of the Board of Directors or the President\nand must be called by the Secretary or an Assistant Secretary upon the request\nof a majority of the members of the Board of Directors.\n\n     Notice of each meeting, other than a regular meeting (unless required by\nthe Board of Directors), shall be given to each director (i) by mailing the same\nto each director at his residence or business address at least five (5) business\ndays before the meeting; (ii) by sending the same by overnight courier to each\ndirector at his residence or business address at least three (3) business days\nbefore the meeting; (iii) by facsimile transmission at his business facsimile\nnumber and telephonic confirmation of receipt at least two (2) business days\nbefore the meeting; or (iv) by delivering the same to him personally or by\ntelephone or telegraph at least two (2) business days before the meeting. In\ncase of exigency, the Chairman of the Board of Directors, the President or the\n\n                                      -5-\n\n \nSecretary shall prescribe a shorter notice to be given personally or by\ntelephone, telegraph, cable, facsimile transmission or wireless to all or any\none or more of the directors at their respective residences or places of\nbusiness.\n\n     Notice of any meeting shall state the time and place of such meeting, but\nneed not state the purposes thereof unless otherwise required by the laws of the\nState of Delaware, the Certificate of Incorporation or the Board of Directors.\n\n     3.5  Committees. The Board of Directors may, by resolution adopted by a\n          ----------                                                         \nmajority of the whole Board of Directors, provide for committees of two or more\ndirectors and shall elect the members thereof to serve at the pleasure of the\nBoard of Directors and may designate one of such members to act as chairman. The\nBoard of Directors may at any time change the membership of each committee, fill\nvacancies in it, authorize the committee to fill vacancies in such committee,\ndesignate alternate members to replace any absent or disqualified members at any\nmeeting of such committee, or dissolve it. Each such committee shall have the\npowers and perform such duties, not inconsistent with law, as may be assigned to\nit by the Board of Directors. Each committee may determine its rules of\nprocedure and the notice to be given of its meeting. A majority of the members\nof each committee shall constitute a quorum.\n\n     3.6  Conference Telephone Meetings. Any one or more members of the Board\n          -----------------------------                                       \nof Directors or any committee thereof may participate in a meeting by means of a\nconference telephone or similar communication equipment by means of which all\npersons participating in the meeting can hear each other, and such participation\nin a meeting shall constitute presence in person at such meeting.\n\n     3.7  Action Without Meeting. Any action required or permitted to be taken\n          ----------------------                                               \nat any meeting of the Board of Directors or any committee thereof may be taken\nwithout a meeting if all members of the Board of Directors or committee, as the\ncase may be, consent thereto in writing, and the writing or writings are filed\nwith the minutes of proceedings of the Board of Directors or committee.\n\n                                  ARTICLE IV\n                                  ----------\n                                   Officers\n                                   --------\n\n     4.1  Titles and Election. The officers of the Corporation shall be the\n          -------------------                                               \nPresident, one or more Vice Presidents, the Secretary and the Treasurer. The\nofficers of the Corporation shall be elected at the first meeting of the Board\nof Directors following each annual meeting of stockholders. Each officer shall\nhold office at the pleasure of the Board of Directors except as may otherwise be\napproved by the Board of Directors, or until his earlier resignation, removal\nunder these By-Laws or other termination of his employment. Any person may hold\nmore than one office if the duties can be consistently performed by the same\nperson.\n\n                                      -6-\n\n \n     The Board of Directors, in its discretion, may also at any time elect or\nappoint a Chairman of the Board of Directors, who shall be a director but need\nnot be an employee of the Corporation and shall be an officer of the Corporation\nonly if so designated by the Board of Directors, and one or more Senior Vice\nPresidents, Executive Vice Presidents, Assistant Vice Presidents, Assistant\nSecretaries and Assistant Treasurers and such other officers as it may deem\nadvisable, each of whom shall hold office at the pleasure of the Board of\nDirectors, except as may otherwise be approved by the Board of Directors, or\nuntil his earlier resignation, removal or other termination of employment, and\nshall have such authority and shall perform such duties as may be prescribed or\ndetermined from time to time by the Board of Directors or, in case of officers\nother than the Chairman of the Board of Directors, if not prescribed or\ndetermined by the Board of Directors, as the President or the then senior\nexecutive officer may prescribe or determine.\n\n     4.2  Duties. Subject to such extension, limitations, and other provisions\n          ------                                                               \nas the Board of Directors may from time to time prescribe or determine, the\nfollowing officers shall have the following powers and duties:\n\n          (a)  Chairman of the Board of Directors. The Chairman of the Board of\n               ----------------------------------                               \nDirectors, if one is elected, shall be a director and, when present, shall\npreside at all meetings of the stockholders and of the Board of Directors and\nshall have such powers and perform such duties as the Board of Directors may\nprescribe from time to time.\n\n          (b)  President. The President shall exercise the powers and authority\n               ---------                                                        \nand perform all of the duties commonly incident to his office, shall in the\nabsence of the Chairman of the Board of Directors preside at all meetings of the\nstockholders and of the Board of Directors if he is a director, and shall\nperform such other duties as the Board of Directors shall specify from time to\ntime. The President or a Vice President, or any officer specifically authorized\nby the Board of Directors, shall sign all certificates for shares, bonds,\ndebentures, promissory notes, deeds and contracts of the Corporation.\n\n          (c)  Chief Executive Officer. The Chief Executive Officer shall be\n               -----------------------                                       \ncharged with general supervision of the management and policy of the\nCorporation, shall have general and active management power and authority over\nthe business of the Corporation, shall see that all orders and resolutions of\nthe Board of Directors are carried into effect and shall perform any and all\nother duties prescribed by the Board of Directors. Either the President or the\nChairman of the Board of Directors may be Chief Executive Officer. In the\nabsence of a resolution by the Board of Directors that the Chairman of the Board\nof Directors shall be the Chief Executive Officer, the President shall be the\nChief Executive Officer.\n\n          (d)  Senior Vice Presidents. The Senior Vice Presidents shall perform\n               ----------------------                                           \nsuch duties as may be assigned to them from time to time by the Board of\nDirectors or by the President if the Board of Directors does not do so. In the\nabsence or disability of the President, the Senior Vice Presidents, in order of\nseniority unless otherwise determined\n\n                                      -7-\n\n \nby the Board of Directors, may exercise the powers and perform the duties\npertaining to the office of President.\n\n          (e)  Vice Presidents. The Vice Presidents shall perform such duties as\n               ---------------  \nmay be assigned to them from time to time by the Board of Directors or by the\nPresident if the Board of Directors does not do so. In the absence or disability\nof any Senior Vice President, the Vice Presidents may, in order of seniority\nunless otherwise determined by the Board of Directors, exercise the powers and\nperform the duties pertaining to the office of Senior Vice President.\n\n          (f)  Secretary. The Secretary, or in his absence an Assistant \n               ---------                                                \nSecretary, shall keep the minutes of all meetings of stockholders and of the\nBoard of Directors and any committee thereof, give and serve all notices, attend\nto such correspondence as may be assigned to him, keep in safe custody the seal\nof the Corporation, and affix such seal to all such instruments properly\nexecuted as may require it, and shall perform all of the duties commonly\nincident to his office and shall have such other duties and powers as may be\nprescribed or determined from time to time by the Board of Directors or by the\nPresident if the Board of Directors does not do so.\n\n          (g)  Treasurer. The Treasurer, subject to the order of the Board of\n               ---------                                                      \nDirectors, shall have the care and custody of the monies, funds, and securities\nof the Corporation (other than his own bond, if any, which shall be in the\ncustody of the President), shall maintain the general accounting\nbooks\/accounting records and forms of the Corporation and shall have, under the\nsupervision of the Board of Directors, all the powers and duties commonly\nincident to his office. In addition to the foregoing, the Treasurer shall have\nsuch duties as may be prescribed or determined from time to time by the Board of\nDirectors or by the President if the Board of Directors does not do so.\n\n     4.3  Delegation of Authority. The Board of Directors may at any time\n          -----------------------                                         \ndelegate the powers and duties of any officer for the time being to any other\nofficer, director or employee.\n\n     4.4  Compensation. The compensation of the officers of the Corporation\n          ------------                                                      \nshall be fixed by the Board of Directors or a committee thereof, and the fact\nthat any officer is a director shall not preclude him from receiving\ncompensation or from voting upon the resolution providing the same.\n\n                                   ARTICLE V\n                                   ---------\n                     Resignations, Vacancies and Removals\n                     ------------------------------------\n                                        \n     5.1  Resignations. Any director or officer may resign at any time by giving\n          ------------                                                    \nwritten notice thereof to the Board of Directors, the President or the\nSecretary. Any such resignation shall take effect at the time specified therein\nor, if the time be not specified, upon receipt thereof, and unless otherwise\nspecified therein, the acceptance of any resignation shall not be necessary to\nmake it effective.\n\n                                      -8-\n\n \n     5.2  Vacancies.\n          --------- \n\n          (a)  Directors. Any vacancy in the Board of Directors shall be filled\n               ---------                                                        \nin the manner prescribed in the Certificate of Incorporation.\n\n          (b)  Officers. The Board of Directors may at any time or from time to\n               --------                                                         \ntime fill any vacancy among the officers of the Corporation.\n\n     5.3  Removals.\n          -------- \n\n          (a)  Directors. The entire Board of Directors, or any individual \n               ---------                                                   \nmember thereof, may be removed only as provided by the laws of the State of\nDelaware.\n\n          (b)  Officers. Subject to the provisions of any validly existing\n               --------                                                    \nagreement, the Board of Directors may at any meeting remove from office any\nofficer, with or without cause, and may appoint a successor.\n\n                                  ARTICLE VI\n                                  ----------\n                                 Capital Stock\n                                 -------------\n                                        \n     6.1  Certificates of Stock. Every stockholder shall be entitled to a\n          ---------------------                                           \ncertificate or certificates for shares of the capital stock of the Corporation\nin such form as may be prescribed or authorized by the Board of Directors, duly\nnumbered and setting forth the number and kind of shares represented thereby.\nSuch certificates shall be signed by the Chairman of the Board of Directors, or\nby the President or a Vice President and by the Treasurer or an Assistant\nTreasurer or by the Secretary or an Assistant Secretary. Any or all of such\nsignatures may be in facsimile. In case any officer, transfer agent or registrar\nwho has signed or whose facsimile signature has been placed on a certificate has\nceased to be such officer, transfer agent or registrar before the certificate\nhas been issued, such certificate may nevertheless be issued and delivered by\nthe Corporation with the same effect as if he were such officer, transfer agent\nor registrar at the date of issue.\n\n     6.2  Transfer of Stock. Shares of the capital stock of the Corporation \n          -----------------                                                 \nshall be transferable only upon the books of the Corporation upon the surrender\nof the certificate or certificates properly assigned and endorsed for transfer.\nIf the Corporation has a transfer agent or registrar acting on its behalf, the\nsignature of any officer or representative thereof may be in facsimile.\n\n     The Board of Directors may appoint a transfer agent and one or more co-\ntransfer agents and a registrar and one or more co-registrars and may make or\nauthorize such agents to make all such rules and regulations deemed expedient\nconcerning the issuance, transfer and registration of shares of stock.\n\n                                      -9-\n\n \n     6.3  Record Dates. In order that the Corporation may determine the\n          ------------                                                  \nstockholders entitled to notice of or to vote at any meeting of stockholders or\nany adjournment thereof, or to express consent to corporate action in writing\nwithout a meeting, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock or for the purpose of any\nother lawful action, the Board of Directors may fix in advance a record date\nwhich, in the case of a meeting, shall not be less than ten (10) nor more than\nsixty (60) days prior to the scheduled date of such meeting and which, in the\ncase of any other action, shall be not more than sixty (60) days prior to any\nsuch action permitted by the laws of the State of Delaware. 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 of Directors may fix a new record date for the adjourned meeting.\n\n     6.4  Lost Certificates. In case of loss or mutilation or destruction of a\n          -----------------                                                    \nstock certificate, a duplicate certificate may be issued upon such terms as may\nbe determined or authorized by the Board of Directors or by the chairman of the\nBoard of Directors, the President or the Chief Executive Officer if the Board of\nDirectors does not do so.\n\n                                  ARTICLE VII\n                                  -----------\n                   Fiscal Year, Bank Deposits, Checks, Etc.\n                   ----------------------------------------\n                                        \n     7.1  Fiscal Year. The fiscal year of the Corporation shall be the calendar\n          -----------                                                           \nyear unless otherwise fixed by resolution of the Board of Directors.\n\n     7.2  Bank Deposit, Checks, Etc. The funds of the Corporation shall be \n          -------------------------                                        \ndeposited in the name of the Corporation or of any division thereof in such\nbanks or trust companies in the United States or elsewhere as may be designated\nfrom time to time by the Board of Directors, or by such officer or officers as\nthe Board of Directors may authorize to make such designations.\n\n     All checks, drafts or other orders for the withdrawal of funds from any\nbank account shall be signed by such person or persons as may be designated from\ntime to time by the Board of Directors. The signatures on checks, drafts or\nother orders for the withdrawal of funds may be in facsimile if authorized in\nthe designation.\n\n                                 ARTICLE VIII\n                                 ------------\n                               Books and Records\n                               -----------------\n                                        \n     8.1  Place of Keeping Books. The books and records of the Corporation may\n          ----------------------                                               \nbe kept outside of the State of Delaware.\n\n     8.2  Examination of Books. Except as may otherwise be provided by the laws\n          --------------------                                                  \nof the State of Delaware, the Certificate of Incorporation or these By-laws, the\nBoard of Directors shall have the power to determine from time to time whether\nand to what extent \n\n                                      -10-\n\n \nand at what times and places and under what conditions any of the accounts,\nrecords and books of the Corporation are to be open to the inspection of any\nstockholder. No stockholder shall have any right to inspect any account or book\nor document of the Corporation except as prescribed by law or authorized by\nexpress resolution of the stockholders or of the Board of Directors.\n\n                                  ARTICLE IX\n                                  ----------\n                                    Notices\n                                    -------\n                                        \n     9.1  Requirements of Notice. Whenever notice is required to be given by\n          ----------------------                                             \nstatute, the Certificate of Incorporation or these By-laws, it shall not mean\npersonal notice unless so specified, but such notice may be given in writing by\ndepositing the same in a post office, letter box, or mail chute postage prepaid\nand addressed to the person to whom such notice is directed at the address of\nsuch person on the records of the Corporation, and such notice shall be deemed\ngiven at the time when the same shall be thus mailed.\n\n     9.2  Waivers. Any stockholder, director or officer may, in writing or by\n          -------                                                             \ntelegram or cable, at any time waive any notice or other formality required by\nstatute, the Certificate of Incorporation or these By-laws. Such waiver of\nnotice, whether given before or after any meeting or action, shall be deemed\nequivalent to notice. Presence of a stockholder either in person or by proxy at\nany meeting of stockholders and presence of any director at any meeting of the\nBoard of Directors shall constitute a waiver of such notice as may be required\nby any statute, the Certificate of incorporation or these By-laws unless such\npresence is solely for the purpose of objecting to the lack of notice and such\nobjection is stated at the commencement of the meeting.\n\n                                   ARTICLE X\n                                   ---------\n                                     Seal\n                                     ----\n                                        \n     The corporate seal of the Corporation shall be in such form as the Board of\nDirectors shall determine from time to time and may consist of a facsimile\nthereof or the words \"Corporate Seal\" or \"Seal\" enclosed in parentheses or\nbrackets.\n\n                                  ARTICLE XI\n                                  ----------\n                              Powers of Attorney\n                              ------------------\n                                        \n     The Board of Directors may authorize one or more of the officers of the\nCorporation to execute powers of attorney delegating to named representatives or\nagents power to represent or act on behalf of the Corporation, with or without\npower of substitution.\n\n     In the absence of any action by the Board of Directors, any officer of the\nCorporation may execute for and on behalf of the Corporation waivers of notice\nof meetings of stockholders and proxies for such meetings of any company in\nwhich the Corporation may hold voting securities.\n\n                                      -11-\n\n \n                                  ARTICLE XII\n                                  -----------\n                                Indemnification\n                                ---------------\n                                        \n     12.1  Right to Indemnification. Each person who was or is made a party or \n           ------------------------                                   \nis threatened to be made a party to or is otherwise involved in any threatened,\npending or completed action, suit or proceeding, whether civil, criminal,\nadministrative, arbitrative or investigative, and whether formal or informal\n(hereinafter a \"proceeding\"), by reason of the fact:\n\n           (i)   that he or she is or was a director or an officer of the\n     Corporation, or\n\n           (ii)  that he or she is or was serving at the request of the\n     Corporation as a director or officer of another corporation or of a\n     partnership, limited liability company, joint venture, trust or other\n     enterprise, including service with respect to an employee benefit plan\n     (collectively, \"another enterprise\" or \"other enterprise\"),\n\nwhether either in case (i) or in case (ii), the basis of such proceeding is\nalleged action or inaction:\n\n           (x)   in an official capacity as a director or officer of the\n     Corporation, or as a director, trustee, officer, employee or agent of such\n     other enterprise, or\n\n           (y)   in any other capacity related to the Corporation or such other\n     enterprise while so serving as a director, trustee, officer, employee or\n     agent,\n\nshall be indemnified and held harmless by the Corporation to the fullest extent\npermitted by Section 145 (or any successor provision or provisions) of the\nGeneral Corporation Law of the State of Delaware (\"DGCL\") as the same exists or\nmay hereafter be amended (but, in the case of any such amendment, with respect\nto alleged action or inaction occurring prior to such amendment, only to the\nextent that such amendment permits the Corporation to provide broader\nindemnification rights than permitted prior thereto), against all expense,\nliability and loss (including without limitation attorneys' fees and expenses,\njudgments, fines, ERISA excise taxes or penalties and amounts paid in\nsettlement) actually and reasonably incurred by such person in connection\ntherewith. The persons indemnified by this Article XII are hereinafter referred\nto as \"indemnitees.\"\n\n     Such indemnification as to such alleged action or inaction shall continue\nas to an indemnitee who has after such alleged action or inaction ceased to be a\ndirector or officer of the Corporation, or director, trustee, officer, employee\nor agent of such other enterprise; and shall inure to the benefit of the\nindemnitee's heirs, executors and administrators.\n\n                                      -12-\n\n \n     Notwithstanding the foregoing, except as may be provided by the Board of\nDirectors, the Corporation shall not indemnify any such indemnitee in connection\nwith a proceeding (or portion thereof) initiated by such indemnitee unless such\nproceeding (or portion thereof) was authorized by the Board of Directors (but\nthis prohibition shall not apply to a counterclaim, cross-claim or third-party\nclaim brought by the indemnitee in any proceeding).\n\n     The right to indemnification conferred in this Article XII: (i) shall be a\ncontract right; (ii) shall not be affected adversely to any indemnitee by any\namendment of these Bylaws with respect to any alleged action or inaction\noccurring prior to such amendment; and (iii) shall, subject to any requirements\nimposed by law and these Bylaws, include the right to be paid by the Corporation\nthe expenses (including attorneys' fees) incurred in defending any such\nproceeding in advance of its final disposition.\n\n     12.2  Undertakings for Advances of Expenses. If and to the extent the DGCL\n           -------------------------------------                           \nrequires, an advancement by the Corporation of expenses incurred by an\nindemnitee pursuant to clause (iii) of the last sentence of Section 12.1 hereof\n(hereinafter an \"advancement of expenses\") shall be made only upon delivery to\nthe Corporation of an undertaking (hereinafter an \"undertaking\"), by or on\nbehalf of such indemnitee, to repay all amounts so advanced if it shall\nultimately be determined by final judicial decision from which there is no\nfurther right to appeal (hereinafter a \"final adjudication\") that such\nindemnitee is not entitled to be indemnified for such expenses under this\nArticle XII or otherwise.\n\n     12.3  Claims for Indemnification. If a claim for indemnification under\n           --------------------------                                 \nSection 12.1 is not paid in full by the Corporation within 60 days after it has\nbeen received in writing by the Corporation, except in the case of a claim for\nan advancement of expenses, in which case the applicable period shall be 20\ndays, the indemnitee may at any time thereafter bring suit against the\nCorporation to recover the unpaid amount of the claim. If the indemnitee is\nsuccessful in whole or in part in any such suit, or in a suit brought by the\nCorporation to recover an advancement of expenses pursuant to the terms of an\nundertaking, the indemnitee shall be entitled to be paid also the expense of\nprosecuting or defending such suit. In any suit brought by the indemnitee to\nenforce a right to indemnification hereunder (but not in a suit brought by the\nindemnitee to enforce a right to an advancement of expenses) it shall be a\ndefense that, and in any suit by the Corporation to recover an advancement of\nexpenses pursuant to the terms of an undertaking the Corporation shall be\nentitled to recover such expenses only upon a final adjudication that, the\nindemnitee has not met the applicable standard of conduct set forth in Section\n145 of the DGCL (or any successor provision or provisions). Neither the failure\nof the Corporation (including the Board of Directors, independent legal counsel,\nor its stockholders) to have made a determination prior to the commencement of\nsuch suit that indemnification of the indemnitee is proper in the circumstances\nbecause the indemnitee has met the applicable standard of conduct set forth in\nSection 145 of the DGCL (or any successor provision or provisions), nor an\nactual determination by the Corporation (including the Board of Directors,\nindependent legal counsel, or its\n\n                                      -13-\n\n \nstockholders) that the indemnitee has not met such applicable standard of\nconduct, shall create a presumption that the indemnitee has not met the\napplicable standard of conduct or, in the case of such a suit brought by the\nindemnitee, be a defense to such suit. In any suit brought by the indemnitee to\nenforce a right to indemnification or to an advancement of expenses hereunder,\nor by the Corporation to recover an advancement of expenses pursuant to the\nterms of an undertaking, the burden of proving that the indemnitee is not\nentitled to be indemnified, or to have or retain such advancement of expenses,\nunder this Article XII or otherwise, shall be on the Corporation.\n\n     12.4  Relationship to Other Rights and Provisions Concerning \n           ------------------------------------------------------\nIndemnification. The rights to indemnification and to the advancement of \n---------------                                                          \nexpenses conferred in this Article XII shall not be exclusive of any other right\nwhich any person may have or hereafter acquire under any statute, the Amended\nand Restated Certificate of Incorporation of the Company, any bylaw, agreement,\nvote of stockholders or disinterested directors or otherwise.\n\n     12.5  Other Employees and Agents. The Corporation may, to the extent\n           --------------------------                                     \nauthorized from time to time by the Board of Directors, grant rights to\nindemnification, and to the advancement of expenses, to any other employee or\nagent of the Corporation (or any person serving at the Corporation's request as\na trustee, employee or agent of another enterprise) or to any person who is or\nwas a director, officer, employee or agent of any of the Corporation's\naffiliates, predecessor or subsidiary corporations or of a constituent\ncorporation absorbed by the Corporation in a consolidation or merger or who is\nor was serving at the request of such affiliate, predecessor or subsidiary\ncorporation or of such constituent corporation as a director, officer, employee\nor agent of another enterprise, in each case as determined by the Board of\nDirectors to the fullest extent of the provisions of this Article XII in cases\nof the indemnification and advancement of expenses of directors and officers of\nthe Corporation, or to any lesser extent (or greater extent, if permitted by\nlaw) determined by the Board of Directors. If so indemnified, such person shall\nbe included in the term \"indemnitee\" or \"indemnitees\" as used in this Article\nXII.\n\n     12.6  Insurance. The Corporation may maintain insurance, at its expense, to\n           ---------                                                 \nprotect itself and any director, trustee, officer, employee or agent of the\nCorporation or another enterprise against any expense, liability or loss,\nwhether or not the Corporation would have the power to indemnify such person\nagainst such expense, liability or loss under the DGCL.\n\n     12.7  Severability. In the event that any of the provisions of this Article\n           ------------                                                  \nXII (including any provision within a single section, paragraph or sentence) is\nheld by a court of competent jurisdiction to be invalid, void or otherwise\nunenforceable, the remaining provisions are severable and shall remain\nenforceable to the full extent permitted by law.\n\n     12.8  Indemnity Fund. Upon resolution adopted by the Board of Directors,\n           --------------                                                     \nthe Corporation may establish a trust or other designated account, grant a\nsecurity interest or \n\n                                      -14-\n\n \nuse other means (including, without limitation, a letter of credit), to ensure\nthe payment of certain of its obligations arising under this Article XII and\/or\nagreements which may be entered into between the Corporation and its officers,\ndirectors or agents from time to time.\n\n                                 ARTICLE XIII\n                                 ------------\n                                  Amendments\n                                  ----------\n                                        \n     These By-laws may be amended or repealed either:\n\n     (a)  at any meeting of stockholders at which a quorum is present by vote of\na majority of the number of shares of stock entitled to vote present in person\nor by proxy at such meeting as provided in Article II, Sections 2.4 and 2.5 of\nthese By-laws, or\n\n     (b)  at any meeting of the Board of Directors by a majority vote of the\ndirectors then in office;\n\nprovided that the notice of such meeting of stockholders or directors or waiver\nof notice thereof contains a statement of the substance of the proposed\namendment or repeal.\n\n                                      -15-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8244],"corporate_contracts_industries":[9462],"corporate_contracts_types":[9573,9574],"class_list":["post-41463","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mohawk-industries-inc","corporate_contracts_industries-manufacturing__textiles","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\/41463","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=41463"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41463"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41463"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41463"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}