{"id":41476,"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-the-home-depot-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-the-home-depot-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-the-home-depot-inc.html","title":{"rendered":"By-Laws &#8211; The Home Depot Inc."},"content":{"rendered":"<pre>\n                       THE HOME DEPOT, INC.\n\n                   BY-LAWS (AMENDED AND RESTATED)\n\n                            ARTICLE I.\n\n                     MEETINGS OF STOCKHOLDERS\n\n          SECTION 1.   The annual meeting of the stockholders of the\nCorporation shall be held on the first Tuesday in the month of May in each\nyear, at the hour of 10 o'clock A.M., or at such other time on such other day\nwithin the months of April, May or June as shall be fixed by the Board of\nDirectors, for the purpose of electing directors and for the transaction of\nsuch other business as may come before the meeting.  If the day fixed for the\nannual meeting shall be a legal holiday in the state in which the meeting is\nto be held, such meeting shall be a legal holiday in the state in which the\nmeeting is to be held, such meeting shall be held on the next succeeding\nbusiness day.  If the election of directors shall not be held on the day\ndesignated herein or determined in the manner provided herein for any annual\nmeeting of the stockholders, or at any adjournment thereof, the Board of\nDirectors shall cause the election to be held at a special meeting of the\nstockholders as soon thereafter as conveniently may be.\n\n          SECTION 2.   Special meetings of the stockholders may be called at\nany time by the Chairman of the Board, the President or the Board of\nDirectors.\n\n          SECTION 3.   Written notice of the time and place of every annual\nor special meeting of the stockholders shall be given at least ten but not\nmore than sixty days previous to such meetings by personal delivery to the\nstockholder of a copy of such notice or by mailing a copy of such notice\naddressed to the stockholder at his post office address as the same shall\nappear on the record of stockholders of the Corporation or, if he shall have\nfiled with the Secretary of the Corporation a written request that notices to\nhim be mailed to him at some other address, then addressed to him at such\nother address; provided, however, that notice of any meeting to take action on\na proposed merger or consolidation of the Corporation or on a proposed sale of\nall or substantially all of the assets of the Corporation shall be given at\nleast twenty but not more than sixty days prior to such meeting.  Notice of a\nspecial meeting of the stockholders shall also state the purpose or purposes\nfor which the meeting is called.   Each notice of a special meeting of\nstockholders shall indicate that it has been issued by or at the direction of\nthe person or persons calling the meeting.  Notice shall be deemed given when\ndeposited, postage prepaid, in a United States post office or official\ndepository.  A written waiver of notice signed by the stockholder entitled to\nnotice, whether before or after the time stated therein, shall be deemed \nequivalent to notice. Attendance of a stockholder at a meeting shall constitute \na waiver of notice of such meeting, except when the stockholder 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 \nor convened.  Neither the business to be transacted at, nor the purpose of,\nany regular or special meeting of the stockholders need be specified in any \nwritten waiver of notice.\n\n          SECTION 4.   Every annual meeting of the stockholders shall be held \nat such place within or without the State of Delaware as may be determined by \nthe Board of Directors and stated in the notice of any such meeting, and every \nspecial meeting shall be held at such place within or without the State of \nDelaware as may be stated in the notice of such special meeting.\n\n          SECTION 5.   No business shall be transacted at any special meeting \nof the stockholders except that business which related to the purpose or \npurposes set forth in the notice of the meeting.\n\n          SECTION 6.   At each meeting of the stockholders there shall be \npresent, either in person or by proxy, the holders of a majority of the shares \nof the Corporation entitled to vote thereat in order to constitute a quorum.  \nAny meeting of the stockholders at which a quorum is not present may be \nadjourned from time to time to some other time without any new notice other \nthan an announcement at the meeting by the votes cast in person or by proxy \nof the holders of a majority of those shares which are cast on a motion to \nadjourn, provided, however, that if any adjournment is for more than thirty \ndays, notice of the adjourned meeting shall be given to each stockholder of \nrecord entitled to vote at the meeting.\n\n          SECTION 7.   At all meetings of the stockholders, all questions \nexcept as otherwise required by the laws of the State of Delaware shall be \ndetermined by a majority of the votes cast at the meeting of the holders of \nshares entitled to vote thereon.  Upon all questions, every stockholder of \nrecord shall be entitled at every meeting of stockholders to one vote for\nevery share of common stock standing in his name on the books of the \nCorporation and qualified to vote.  Holders of shares of $50 Series A \nPreferred Stock and $50 Series B Preferred Stock all have not right to vote \nsuch shares at any meeting of stockholders and shall have no voice in the \nmanagement of the Corporation.\n\n          SECTION 8.   At all meetings of the stockholders, absent stockholders \nentitled to vote thereat may vote by a proxy executed in writing by such \nstockholder or by the attorney-in-fact thereof.  No proxy shall be valid \nafter the expiration of three years from the date thereof unless otherwise \nprovided in the proxy.  Every proxy shall be revocable at the pleasure of the \nperson executing it except as otherwise provided by the laws of the State of\nDelaware.\n\n          SECTION 9.   Any action required to be taken or which may be taken at \na meeting of the stockholders may be taken without a meeting, without prior \nnotice and without a vote if consent in writing, setting forth the action so \ntaken, shall be signed by the holders of stock having not less than the \nminimum number of votes necessary to take such action at a meeting\nat which all shares entitled to vote thereon were present and voted.  Prompt \nnotice of the taking of the corporate actions without a meeting by less than \nunanimous written consent shall be given to those stockholders who have not \nconsented in writing.\n\n                           ARTICLE II.\n\n                            DIRECTORS\n\n          SECTION 1.   The business and affairs of the Corporation shall be \nmanaged by and under the direction of the Board of Directors.  Except as \notherwise provided by law and except as hereinafter otherwise provided for \nfilling vacancies, the directors of the Corporation shall be elected by the \nstockholders entitled to vote at the annual meeting of the stockholders, to \nhold office until the expiration of the term for which he is elected and until\nhis successor has been elected and qualified or until his earlier resignation \nor removal.\n\n          SECTION 2.   An annual meeting of the Board of Directors shall be \nheld after each annual election of directors.  If such election occurs at an \nannual meeting of stockholders, the annual meeting of the Board of Directors \nshall take place as soon after such written consent is duly filed with the \nCorporation as is practicable.\n\n          SECTION 3.   Special meetings of the Board of Directors shall be \ncalled at any time by the Secretary at the direction of the Chairman of the \nBoard, the President or a majority of the directors.\n\n          SECTION 4.   Written notice of each special meeting of the Board of \nDirectors shall be given to each member thereof specifying the time and place \nof the meeting.  Notice shall be given by first class mail, telegram, \nradiogram, telex or personal service.  At least forty-eight hours' notice \nmust be given by telegram, radiogram, telex or personal service when\nless than six days' notice is given.  If notice to a director is given by mail, \nthe notice shall be directed to him at the address designated by him for the \npurpose, or, if none is designated, at his last known address, and shall be \ndeemed given when deposited, postage prepaid, in a post office or official \ndepository of any nation.  If notice to a director is given by telegram, \nradiogram or telex, it shall be directed to his last known address and, in the\ncase of notice by telegram or radiogram, shall be deemed given when received \nby the communications carrier.  Notice by telex shall be deemed given when \ntransmitted.  A written waiver of notice signed by the director entitled to \nnotice, whether before or after the time stated therein, shall be deemed \nequivalent to notice.  Attendance of a director at a meeting shall constitute \na waiver of notice of such meeting, except when the director 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 \nor convened.  Neither the business to be transacted at, nor the purpose of, \nany regular or special meeting of the directors need be specified in any \nwritten waiver of notice.\n\n\n          SECTION 5.   Except for meeting held after an annual meeting of \nstockholders, meetings of the Board of Directors shall be held at such place \nas may be specified in the notice thereof, or, if no place is specified in \nthe notice, at such other place or places as the Board of Directors may from \ntime to time fix thereof.\n\n\n          SECTION 6.   Members of the Board of Directors may participate in a \nmeeting of the Board by means of conference telephone or similar communications \nequipment by means of which all person participating in the meeting can hear \neach other.  Participation in a meeting pursuant to this section shall \nconstitute presence in person at such meeting.\n\n          SECTION 7.   A majority of the total number of directors shall be \nnecessary to constitute a quorum for the transaction of business and the act of \nthe majority of the directors present at a meeting at which a quorum is present \nshall be the act of the Board of Directors.  Any regular or special meeting of \nthe Board at which a quorum is not present may be adjourned from time to time \nto some other place or time or both by a majority of the directors present \nwithout any new notice other than an announcement at the meeting.\n\n          SECTION 8.   The Board of Directors may, by resolution passed by a \nmajority of the whole Board, designate one or more committees, each committee \nto consist of one or more of the directors of the Corporation.  The board may \ndesignate one or more directors as alternate members of any committee, who may \nreplace any absent or disqualified member at any meeting of the committee.  \nAny such committee, to the extent provided in the resolution of the Board of \nDirectors and to the extent permitted by law, shall have and may exercise all\nthe powers and authority of the Board of Directors in the management of the \nbusiness and affairs of the Corporation, and may authorize the seal of the \nCorporation to be affixed to all papers which may require it; but no such \ncommittee shall have the power or authority to (i) amend the certificate of \nincorporation, (ii) adopt an agreement of merger or consolidation,\n(iii) recommend to the stockholders the sale, lease or exchange of all or \nsubstantially all of the Corporation's property and assets, (iv) recommend to \nthe stockholders a dissolution of the Corporation or a revocation of a \ndissolution, or (v) amend the by-laws of the Corporation.  Such committee or \ncommittees shall have such name or names as may be determined from time to \ntime by resolution adopted by the Board.\n\n          SECTION 9.   Any action required or permitted to be taken at any \nmeeting of the Board of Directors may be taken without a meeting if all members \nof the Board consent thereto in writing and the writing is filed with the \nminutes of proceedings of the Board.\n\n          SECTION 10.   The Board of Directors of the Corporation shall consist \nof not less than three nor more than fifteen members, the exact number of \nDirectors to be determined from time to time by resolution adopted by \naffirmative vote of a majority of the entire Board of Directors.\n\n          SECTION 11.   Directors may receive compensation for services to the \nCorporation in their capacities as directors or otherwise in such manner and in \nsuch amounts as may be fixed from time to time by resolution of the Board of \nDirectors.\n\n\n\n                           ARTICLE III.\n\n                             OFFICERS\n\n          SECTION 1.   The Board of Directors, at the annual meeting thereof, \nshall appoint a Chairman of the Board, a President, a Treasurer, and a \nSecretary.  The Board may at any time appoint one or more Vice Presidents, \nAssistant Treasurers and Assistant Secretaries. Each such officer shall \nserve from time of his appointment until a successor shall be chosen\nand qualified or until his earlier resignation or removal.  The compensation of \nthe officers shall be fixed by the Board.\n\n          SECTION 2.   The Chairman of the Board shall preside at all \nmeetings of stockholders and of the Board of Directors.  He shall be the chief \nexecutive officer and head of the Corporation and, subject to the Board of \nDirectors, shall have the general control and management of the business and \naffairs of the Corporation.  He shall vote any shares of stock or other \nvoting securities owned by the Corporation.  In general, he shall perform all\nduties incident to the office of the Chairman of the Board and such other \nduties as may from time to time be assigned to him by the Board.\n\n          SECTION 3.   The President shall be the Chief operating officer of \nthe Corporation and, subject to the Board of Directors and the Chairman of the \nBoard, shall have control of the operational aspects of the business and \naffairs of the Corporation.  He shall see that all orders of the Chairman of \nthe Board are carried into effect, and shall perform all other duties\nnecessary to his office or properly required of him by the Board or the \nChairman of the Board.\n\n          SECTION 4.   During the absence or disability of the President, or \nduring a vacancy in the office of President, the Vice President with the \ngreatest seniority shall perform the duties and have the powers of the \nPresident.\n\n          SECTION 5.   The Secretary shall have custody of the seal of the \nCorporation.  He shall keep the minutes of the Board of Directors, and of the \nstockholders, and shall attend to the giving and serving of all notices of the \nCorporation.  He shall have charge of the certificate book and such other \nbooks and papers as the Board may direct; and he shall perform such other \nduties as may be incidental to his office or as may be assigned to him by\nthe Board of Directors.  He shall also keep or cause to be kept a stock book, \ncontaining the names, alphabetically arranged, of all persons who are \nstockholders of the Corporation showing their respective addresses, the number \nof shares registered in the name of each, and the dates when they respectively \nbecame the owners of record thereof, and such books shall be open for \ninspection as prescribed by the laws of the States of Delaware.  During the\nabsence or disability of the Secretary, or during a vacancy in the office of \nSecretary, the Assistant Secretary with the greatest seniority shall perform \nthe duties and have the powers of the Secretary.\n\n\n          SECTION 6.   The Treasurer shall have the care and custody of the \nfunds and securities of the Corporation and shall deposit the same in the name \nof the Corporation in such banks or banks as the Board of Directors may \ndetermine.  The Treasurer shall also have the care and custody of the \nCorporation's books of account and he shall be responsible for the general \nand cost accounting functions of the Corporation.  During the absence or\ndisability of the Treasurer, or during a vacancy in the office of Treasurer, \nthe Assistant Treasurer with the greatest seniority shall perform the duties \nand have the powers of the Treasurer.\n\n                           ARTICLE IV.\n\n              RESIGNATIONS, REMOVALS, VACANCIES AND\n\n            INDEMNIFICATION OF DIRECTORS AND OFFICERS\n\n          SECTION 1.   Any director or officer may resign his office at any \ntime, such resignation to be made in writing and to take effect from the time \nof its receipt by the Corporation, unless some future time be fixed in the \nresignation and in that case from that time.  The acceptance of a \nresignation shall not be required to make it effective.  Nothing\nherein shall be deemed to affect any contractual rights of the Corporation.\n\n          SECTION 2.   Any officer may be removed with or without cause at any \ntime by the Board of Directors.  Any employee of the Corporation may be removed \nat any time by the Board of Directors or by an officer.  The removal of an \nofficer or employee without cause shall be without prejudice to his contractual \nrights, if any.  The election or appointment of an officer or employee shall \nnot of itself create contractual rights.  Any director or the entire\nBoard may be removed, with or without cause, by the holders of a majority of \nthe shares then entitled to vote at an election of directors.\n\n          SECTION 3.   Any vacancy or newly created directorship on the Board \nof Directors may be filled by a majority vote of the Directors then in office, \nor by majority vote of the stockholders.\n\n          SECTION 4.   Each former, present or future director, officer, \nemployee or agent of the Corporation, and each person who may serve at the \nrequest of the Corporation as a director, officer, employee or agent of another \nCorporation, partnership, joint venture, trust or other enterprise shall be \nindemnified by the Corporation in all events, to the fullest extent\nand in the manner permitted by the laws of the State of Delaware then in \neffect.\n\n\n\n\n                            ARTICLE V.\n\n                           COMMON STOCK\n\n        SECTION 1.   Certificates for shares of the common stock of the \nCorporation shall be numbered and registered on the books of the Corporation in \nthe order in which they shall be issued and shall be signed by the Chairman \nof the Board, the President or a Vice President, and the Secretary or an \nAssistant Secretary, or the Treasurer or an Assistant Treasurer and\nsealed with the seal of the Corporation.\n\n          SECTION 2.   Transfers of shares shall be made upon the books of the \nCorporation (i) only by the holder thereof in person or by power of attorney \nduly executed and filed with the Corporation, (ii) in accordance with the \nShareholders Agreement, and (iii) upon the surrender to the Corporation of the \ncertificate or certificates for such shares.\n\n                            ARTICLE VI\n\n                         PREFERRED STOCK\n\n          SECTION 1.   Certificates for shares of the $50 Series A Preferred \nStock and the $50 Series B Preferred Stock of the Corporation shall be numbered \nand registered on the books of the Corporation in the order in which they shall \nbe issued and shall be signed by the Chairman of the Board or the President or \na Vice President, and the Secretary or an Assistant Secretary, or the Treasurer \nor an Assistant Treasurer and sealed with the seal of the Corporation.\n\n          SECTION 2.   In accordance with the terms under which such preferred \nshares were issued, all of the shares of the $50 Series A Preferred Stock of \nthe Corporation shall be deemed by the Corporation at its election expressed by \nresolution of the Board of Directors but no later than six (6) calendar \nmonths following the close of any fiscal year at which the Net Worth of the \nCorporation and any subsidiaries thereof, computed in accordance with\ngenerally accepted accounting principles consistently applied on a consolidated \nbasis, shall be equal to or exceed Ten Million Dollars ($10,000,000.00), and \nsubject to there being sufficient surplus to repurchase all of the Common \nShares which the Corporation is obligated to repurchase pursuant to the \nShareholders' Agreement.\n\n          SECTION 3.   In accordance with the terms under which such preferred \nshares were issued, the shares of the $50 Series B Preferred Stock of the \nCorporation shall be redeemed by the Corporation at the election of the \nholder of such shares; provided, however, that such election may not be \nexercised at any time prior to the redemption of the Series A Preferred\nStock.\n\n\n\n\n\n                           ARTICLE VII.\n\n                     CHECKS, DRAFTS AND NOTES\n\n     The Chairman of the Board or the President or any officers designated by \nResolution of the Board of Directors shall sign all checks and drafts necessary \nto be drawn and may accept any drafts drawn upon the Corporation in due course \nof business.  No check or draft shall be endorsed by the Corporation and no \npromissory note, bond, debenture or other evidence of indebtedness shall be \nmade, signed, issued or endorsed by the Corporation unless signed by\nthe Chairman or the President or any officer designated under powers given by a \nresolution of the Board except that any officer may endorse for collection or \ndeposit only, expressly stating the purpose of such endorsements, checks, \ndrafts and promissory notes to the order of the Corporation.\n\n\n                          ARTICLE VIII.\n\n                               SEAL\n\n          The seal of the Corporation shall be in the custody of the \nSecretary.  It shall be circular in form and shall have engraved upon it the \nname of the Corporation arranged in a circle and the words and figures \n'Incorporated 1978 Delaware' across the center of the space enclosed.\n\n                            ARTICLE IX\n\n        BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS\n\n          The Corporation shall not be subject to the provisions of Section 203 \nof the General Corporation Law of the State of Delaware (Business Combination \nwith Interested Stockholders).  This Article IX shall not be amended only by \nthe affirmative vote of a majority of the Corporation's stockholders entitled \nto vote on such matter.\n\n\n\n\n\nAmended and Restated-2\/22\/96\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7786],"corporate_contracts_industries":[9493],"corporate_contracts_types":[9573,9574],"class_list":["post-41476","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-home-depot-inc","corporate_contracts_industries-retail__building","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\/41476","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=41476"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41476"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41476"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41476"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}