{"id":41547,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-maytag-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-maytag-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-maytag-corp.html","title":{"rendered":"Bylaws &#8211; Maytag Corp."},"content":{"rendered":"<pre>\n                              MAYTAG CORPORATION\n\n                            A Delaware Corporation\n\n\n\n\n\n                                    BYLAWS\n\n\n\n\n\n                      Revised as of February 10, 2000\n\n\n\n\n\n\n                             MAYTAG CORPORATION\n\n\n\n\n                                   BYLAWS\n\n\n\n                                  Offices\n\n\n     1. The registered office shall be in the City of Wilmington, County of\nNew Castle, State of Delaware, and the name of the registered agent in\ncharge thereof is the Corporation Trust Company. The corporation may also\nhave an office in the City of Newton, Jasper County, State of Iowa, and\nalso offices at such other places as the board of directors may from time\nto time appoint or the business of the corporation may require.\n\n\n                                    Seal\n\n\n     2. The corporate seal shall have inscribed thereon the name of the\ncorporation, the year of its organization and the words 'Corporate Seal,\nDelaware.'\n\n                           Stockholders Meetings\n\n     3. Meetings of the stockholders may be held at such place as shall be\ndetermined by resolution of the board of directors.\n\n     4. An annual meeting of the stockholders shall be held on such date\nand at such time and place as shall be fixed by resolution of the board of\ndirectors.  Any previously scheduled annual or special meeting of the\nstockholders may be postponed by resolution of the board of directors upon\npublic notice given prior to the date previously scheduled for such meeting\nof stockholders.  At the annual meeting the stockholders shall elect\ndirectors of the class for which the term expires on such date and shall\ntransact such other business as may properly be brought before the meeting.\n\n     Except as otherwise provided by statute or the Certificate of\nIncorporation, the only business which properly shall be conducted at any\nannual meeting of the stockholders shall (i) have been specified in the\nwritten notice of the meeting (or any supplement thereto) given as provided\nin Bylaw 7, (ii) be brought before the meeting by or at the direction of\nthe Board of Directors or the officer of the corporation presiding at the\nmeeting or (iii) have been specified in a written notice (a 'Stockholder\nMeeting Notice') given to the corporation, in accordance with all of the\nfollowing requirements, by or on behalf of any stockholder who is entitled\nto vote at such meeting.  Each Stockholder Meeting Notice must be delivered\npersonally to, or be mailed to and received by, the secretary of the\ncorporation at the principal executive offices of the corporation, in\n\n\n\n\n\n                                    - 2 -\n\nNewton, Iowa, not less than 90 days nor more than 120 days prior to the\nfirst anniversary of the preceding year's annual meeting; provided,\nhowever, that in the event that the date of the annual meeting is advanced\nby more than 30 days or delayed by more than 60 days from such anniversary\ndate, the Stockholder Meeting Notice to be timely must be so delivered not\nearlier than the 120th day prior to such annual meeting and not later than\nthe close of business on the later of the 90th day prior to such annual\nmeeting or the 10th day following the day on which public announcement of\nthe date of such meeting is first made.  For purposes of these Bylaws,\n'public announcement' shall mean disclosure in a press release reported by\nthe Dow Jones News Service, Associated Press or comparable national news\nservice or in a document publicly filed by the corporation with the\nSecurities and Exchange Commission pursuant to Section 13, 14 or 15(d) of\nthe Securities Exchange Act of 1934, as amended.  Each Stockholder Meeting\nNotice shall set forth:  (i) a description of each item of business\nproposed to be brought before the meeting and the reasons for conducting\nsuch business at the annual meeting;  (ii) the name and record address of\nthe stockholder proposing to bring such item of business before the\nmeeting; (iii) the class and number of shares of stock held of record,\nowned beneficially and represented by proxy by such stockholder as of the\nrecord date for the meeting (if such date shall then have been made\npublicly available) and as of the date of such Stockholder Meeting Notice\nand; (iv) all other information which would be required to be included in a\nproxy statement filed with the Securities and Exchange Commission if, with\nrespect to any such item of business, such stockholder were a participant\nin a solicitation subject to Section 14 of the Securities Exchange Act of\n1934 as amended.  No business shall be brought before any annual meeting of\nstockholders of the corporation otherwise than as provided in this Bylaw 4;\nprovided, however, that nothing contained in this Bylaw 4 shall be deemed\nto preclude discussion by any stockholder of any business properly brought\nbefore the annual meeting.  The officer of the corporation presiding at the\nannual meeting of stockholders shall, if the facts so warrant, determine\nthat business was not properly brought before the meeting in accordance\nwith the provisions of this Bylaw 4 and, if he should so determine, he\nshould so declare to the meeting and any such business so determined to be\nnot properly brought before the meeting shall not be transacted.\n\n      5. The holders of a majority of the stock issued and outstanding and\nentitled to vote thereat, present in person, or represented by proxy, shall\nbe requisite and shall constitute a quorum at all meetings of the\nstockholders for the transaction of business except as otherwise provided\nby law, by the Certificate of Incorporation or by these Bylaws.  The\nofficer of the corporation presiding at the meeting or a majority of the\nshares so represented may adjourn the meeting from time to time, whether or\nnot there is such a quorum present.  Notice of the time or place of an\nadjourned meeting shall be given only as required by law.  The stockholders\npresent at a duly called meeting may continue to transact business until\nadjournment, notwithstanding the withdrawal of sufficient stockholders to\nconstitute the remaining stockholders less than a quorum.  At such\nadjourned meeting at which the requisite amount of voting stock shall be\nrepresented any business may be transacted which might have been transacted\nat the meeting as originally notified. If the adjournment is for more than\n\n\n\n\n\n                                    - 3 -\n\nthirty days, or if after the adjournment a new record date is fixed for the\nadjourned meeting, a notice of the adjourned meeting shall be given to each\nstockholder of record entitled to vote at the meeting.\n\n      6. At each meeting of the stockholders every stockholder having the\nright to vote shall be entitled to vote in person or may authorize another\nperson or persons to act for such stockholder as proxy by the methods\nprovided in Section 212 of the General Corporation Law of the State of\nDelaware, as in effect from time to time.  No such proxy shall be voted or\nacted upon after three years from its date, unless the proxy provides for a\nlonger period.  Each stockholder shall have one vote for each share of\nstock having voting power, registered in his name on the books of the\ncorporation. The vote for directors, and upon the demand of any\nstockholder, the vote upon any question before the meeting, shall be by\nballot.  Directors shall be elected by a plurality of the votes of the\nshares present in person or represented by proxy at the meeting and\nentitled to vote on the election of directors.  Except as otherwise\nprovided by law, the Certificate of Incorporation or these Bylaws, in all\nmatters other than the election of directors, the affirmative vote of the\nmajority of shares present in person or represented by proxy at the meeting\nand entitled to vote on the subject matter shall be the act of the\nstockholders.\n\n      7. Written notice of the annual meeting shall be prepared and mailed\nby the corporation to each stockholder entitled to vote thereat at such\naddress as appears on the stock book of the corporation at least ten and\nnot more than sixty days prior to the meeting.\n\n      8. A complete list of the stockholders entitled to vote at the\nensuing meeting, arranged in alphabetical order, with the address of each,\nand the number of voting shares held by each, shall be prepared by the\nsecretary and filed in the office where the meeting is to be held, at least\nten days before every meeting of stockholders, and shall, during the usual\nhours of business during such ten day period, and during the whole time of\nsaid meeting of stockholders, be open to the examination of any stockholder\nfor any purpose germane to the meeting.\n\n      9. Special meetings of stockholders of the corporation may be called\nonly by the board of directors pursuant to a resolution approved by a\nmajority of the whole board of directors.  Any previously scheduled annual\nor special meeting of the stockholders may be postponed by resolution of\nthe board of directors upon public notice given prior to the date\npreviously scheduled for such meeting of stockholders.  This Bylaw 9 may\nnot be amended or rescinded except by the affirmative vote of the holders\nof at least two-thirds of the stock of the corporation issued and\noutstanding and entitled to vote, at any regular or special meeting of the\nstockholders if notice of the proposed alteration or amendment be contained\nin the notice of meeting.\n\n     10. Business transacted at all special meetings shall be confined to\nthe objects stated in the notice of the special meeting.  Written notice of\na special meeting of stockholders stating the time and place and object\n\n\n\n\n\n                                    - 4 -\n\nthereof shall be prepared and mailed by the corporation, postage prepaid,\nat least ten and not more than sixty days before such meeting, to each\nstockholder entitled to vote thereat at such address as appears on the\nbooks of the corporation.\n\n     11. The board of directors by resolution shall appoint one or more in-\nspectors, which inspector or inspectors may include individuals who serve\nthe corporation in other capacities, including, without limitation, as\nofficers, employees, agents or representatives of the corporation, to act\nat a meeting of stockholders and make a written report thereof.  One or\nmore persons may be designated by the board of directors as alternate\ninspectors to replace any inspector who fails to act.  If no inspector or\nalternate has been appointed to act or is able to act at a meeting of\nstockholders, the officer appointed to act or is able to act at a meeting\nof stockholders, the officer of the corporation presiding at the meeting\nshall appoint one or more inspectors to act at the meeting.  Each\ninspector, before discharging his or her duties, shall take and sign an\noath faithfully to execute the duties of inspector with strict impartiality\nand according to the best of his or her ability.  The inspectors shall have\nthe duties prescribed by law.\n\n          The officer of the corporation presiding at the meeting shall fix\nand announce at the meeting the date and time of the opening and the\nclosing of the polls for each matter upon which the stockholders will vote\nat the meeting.\n\n\n                                 Directors\n\n\n     12. The property and business of this corporation shall be managed by\nits board of directors. Except as otherwise provided in these Bylaws or by\nlaw, the directors of the corporation shall be elected at the annual\nmeeting of stockholders in each year. The number of directors which shall\nconstitute the whole board of directors shall be at least three and such\nnumber may be fixed from time to time by a majority of the whole board, or\nif the number is not so fixed, the number shall be eleven. The directors of\nthe corporation shall be divided into three classes, each class to consist,\nas nearly as may be, of one-third of the number of directors then\nconstituting the whole board of directors.\n\nAt the 1977 Annual Meeting of Stockholders,\n\n          (a) one-third of the number of directors shall be elected to\nserve until the 1978 Annual Meeting of Stockholders;\n\n          (b) one-third of the number of directors shall be elected to\nserve until the 1979 Annual Meeting of Stockholders; and\n\n          (c) one-third of the number of directors shall be elected to\nserve until the 1980 Annual Meeting of Stockholders, and until their\nsuccessors shall be duly elected and qualified.\n\n\n\n\n\n                                    - 5 -\n\n          At each annual election of directors after the 1977 Annual\nMeeting of stockholders, the successors to the directors of each class\nwhose term shall expire in that year shall be elected to hold office for a\nterm of three years from the date of their election and until their\nsuccessors shall be duly elected and qualified. In the case of any increase\nor decrease in the number of directors, the increase or decrease shall be\ndistributed among the several classes as nearly equally as possible, as\nshall be determined by a majority of the whole board at the time of such\nincrease or decrease.\n\n          This Section 12 may not be amended or rescinded except by the\naffirmative vote of the holders of at least two-thirds of the stock of the\ncorporation issued and outstanding and entitled to vote, at any regular or\nspecial meeting of the stockholders if notice of the proposed alteration or\namendment be contained in the notice of the meeting.\n\n     13. The directors may hold their meetings and have one or more\noffices, and keep the books of the corporation outside of Delaware, at the\noffice of the corporation in the city of Newton, Iowa, or at such other\nplaces as they may from time to time determine.\n\n     14. In addition to the powers and authorities by these Bylaws\nexpressly conferred upon them, the board may exercise all such powers of\nthe corporation and do all such lawful acts and things as are not by\nstatute or by the Certificate of Incorporation or by these Bylaws directed\nor required to be exercised or done by stockholders.\n\n    14A. Except as otherwise fixed pursuant to the Certificate of\nIncorporation relating to the rights of the holders of any one or more\nclasses or series of Preferred Stock issued by the corporation, acting\nseparately by class or series, to elect, under specified circumstances,\ndirectors at a meeting of stockholders, nominations for the election of\ndirectors may be made by the board of directors or a committee appointed by\nthe board of directors or by any stockholder entitled to vote in the\nelection of directors generally.  However, any stockholder entitled to vote\nin the election of directors generally may nominate one or more persons for\nelection as directors at any annual meeting only if  written notice of such\nstockholder's intent to make such nomination or nominations has been\ndelivered personally to, or been mailed to and received by, the secretary\nof the corporation at the principal executive offices of the corporation in\nNewton, Iowa, not less than 90 days nor more than 120 days prior to the\nfirst anniversary of the preceding year's annual meeting; provided,\nhowever, that in the event that the date of the annual meeting is advanced\nby more than 30 days or delayed by more than 60 days from such anniversary\ndate, notice by the stockholder to be timely must be so delivered not\nearlier than the 120th day prior to such annual meeting and not later than\nthe close of business on the later of the 90th day prior to such annual\nmeeting or the 10th day following the day on which public announcement of\nthe date of such meeting is first made.  Each such notice shall set forth: \n(i) the name and record address of the stockholder who intends to make the\nnomination; (ii) the name, age, principal occupation or employment,\nbusiness address and residence address of the person or persons to be\n\n\n\n\n\n                                    - 6 -\n\nnominated; (iii) the class and number of shares of stock held of record,\nowned beneficially and represented by Proxy by such stockholder and by the\nperson or persons to be nominated as of the date of such notice; (iv) a\nrepresentation that the stockholder intends to appear in person or by proxy\nat the meeting to nominate the person or persons specified in the notice;\n(v) a description of all arrangements or understandings between such\nstockholder and each nominee and any other person or persons (naming such\nperson or persons) pursuant to which the nomination or nominations are to\nbe made by such stockholder; (vi) such other information regarding each\nnominee proposed by such stockholder as would be required to be included in\na proxy statement filed pursuant to the Securities Exchange Act of 1934, as\namended, and the proxy rules of the Securities and Exchange Commission; and\n(vii) the consent of each nominee to serve as a director of the corporation\nif so elected.  The corporation may require any proposed nominee to furnish\nsuch other information as may reasonably be required by the corporation to\ndetermine the eligibility of such proposed nominee to serve as a director\nof the corporation.  Notwithstanding anything in the second sentence of\nthis Bylaw 14A to the contrary, in the event that the number of directors\nto be elected to the board of directors of the corporation is increased and\nthere is no public announcement naming all of the nominees for director or\nspecifying the size of the increased board of directors made by the\ncorporation at least 70 days prior to the first anniversary of the\npreceding year's annual meeting, a stockholder's notice required by this\nBylaw 14A shall also be considered timely, but only with respect to\nnominees for any new positions created by such increase, if it shall be\ndelivered to the secretary at the principal executive offices of the\ncorporation, in Newton, Iowa, not later than the close of business on the\n10th day following the day on which such public announcement is first made\nby the corporation.  The officer of the corporation presiding at the annual\nmeeting of stockholders shall, if the facts so warrant, determine that a\nnomination was not made in accordance with the provisions of this Bylaw\n14A, and if he should so determine, he should so declare to the meeting and\nthe defective nomination shall be disregarded.\n\n     Nominations of persons for election to the board of directors may be\nmade at a special meeting of stockholders at which directors are to be\nelected pursuant to the corporation's notice of meeting (a) by or at the\ndirection of the board of directors or (b) provided that the board of\ndirectors has determined that directors shall be elected at such meeting,\nby any stockholder of the corporation who is a stockholder of record at the\ntime of giving of notice provided for in this Bylaw 14A, who shall be\nentitled to vote at the meeting and who complies with the notice procedures\nset forth in this Bylaw 14A.  In the event the corporation calls a special\nmeeting of stockholders for the purpose of electing one or more directors\nto the board, any such stockholder may nominate a person or persons (as the\ncase may be), for election to such position(s) as specified in the\ncorporation's notice of meeting, if the stockholder's notice required by\nthe first paragraph of this Bylaw 14A shall be delivered to the secretary\nat the principal executive offices of the corporation not earlier than the\n90th day prior to such special meeting and not later than the close of\nbusiness on the later of the 60th day prior to such special meeting or the\n10th day following the day on which public announcement is first made of\n\n\n\n\n\n                                    - 7 -\n\nthe date of the special meeting and of the nominees proposed by the board\nof directors to be elected at such meeting.\n\n     No person shall be eligible for election as a director of the\ncorporation unless nominated in accordance with the procedures set forth in\nthese Bylaws.\n\n     Notwithstanding the provisions of Bylaw 4 and this Bylaw 14A, a\nstockholder shall also comply with all applicable requirements of the\nSecurities and Exchange Act of 1934, as amended, and the rules and\nregulations thereunder with respect to the matters set forth in Bylaw 4 and\nthis Bylaw 14A.  Nothing in Bylaw 4 and this Bylaw 14A shall be deemed to\naffect any rights of stockholders to request inclusion of proposals in the\ncorporation's proxy statement pursuant to Rule 14a-8 under the Securities\nand Exchange Act of 1934, as amended.\n\n\n                            Executive Committee\n\n\n\n     15. There may be an executive committee of two or more directors\ndesignated by resolution passed by a majority of the whole board. Said\ncommittee may meet at stated times, or on notice to all by any of their own\nnumber. During the intervals between meetings of the board such committee\nshall advise with and aid the officers of the corporation in all matters\nconcerning its interests and the management of its business, and generally\nperform such duties and exercise such powers as may be directed or\ndelegated by the board of directors from time to time. The board may\ndelegate to such committee authority to exercise all the powers of the\nboard excepting power to amend the Bylaws, while the board is not in\nsession. Vacancies in the membership of the committee shall be filled by\nthe board of directors at a regular meeting or at a special meeting called\nfor that purpose.\n\n     16. The executive committee shall keep regular minutes of its\nproceedings and report the same to the board when required. \n\n\n                         Compensation of Directors\n\n\n\n     17. Directors who as officers or employees of the corporation receive\ncompensation from it shall not receive any stated compensation for their    \nservices as directors; but by resolution of the board reasonable\ncompensation for attendance at board meetings may be allowed and paid. \n\n     Directors who do not receive compensation from the corporation for\nemployment with it in the capacity of an officer or employee shall be\nallowed and paid such stated compensation as may be fixed by the board of\ndirectors; and such directors shall be reimbursed for expenses incurred in\n\n\n\n\n\n                                    - 8 -\n\nconnection with the performance of their duties or services as director,\nthe amount thereof to be allowed and paid by resolution of the board. \n\n     Nothing herein contained shall be construed as precluding a director\nfrom serving the company in any other capacity and receiving compensation\ntherefor.\n\n     18. Members of special or standing committees may be allowed and paid\ncompensation for their services as such, and expenses incident thereto, in\nsuch amounts as from time to time are fixed and allowed by the board of\ndirectors.\n\n                           Meetings of the Board\n\n\n\n     19. The newly elected board may meet without notice for the purpose of\norganization or otherwise immediately following the annual meeting of the\nstockholders or at such place and time as shall be fixed by resolution of\nthe board.\n\n     20. Regular meetings of the board may be held without notice at such\ntime and place as shall from time to time be determined by resolution of\nthe board.\n\n     21. Special meetings of the board may be called by the chairman of the\nboard or the president on two days' written notice mailed to each director,\nor on not less than 24 hours' notice delivered to each director personally,\ntelephonically or by telegram or telecopy at such number as has been\nprovided by the director; special meetings shall be called by the chairman\nof the board, the president or secretary in like manner and on like notice\non the written request of a majority of the directors then in office.  A\nspecial meeting may be held without notice if all the directors are present\nor, if those not present waive notice of the meeting in writing, either\nbefore or after such meeting.\n\n     22. At all meetings of the board, four directors, but not less than\none-third of the total number of directors, shall be necessary and\nsufficient to constitute a quorum for the transaction of business, and the\nact of a majority of the directors present at any meeting at which there is\na quorum, shall be the act of the board of directors, except as may be\notherwise provided by statute or by the Certificate of Incorporation or by\nthese Bylaws.\n\n\n                                  Officers\n\n\n\n     23. The officers of this corporation shall be chosen by the directors\nand shall be a president, one or more vice presidents, a secretary,\ncontroller, and such assistant secretaries as the board of directors may\n\n\n\n\n\n                                    - 9 -\n\ndesignate. The board may also elect a chairman of the board and in that\nevent, shall designate whether he or the president shall be the chief\nexecutive officer of the corporation.\n\n     24. The board of directors, at its first meeting after each annual\nmeeting of stockholders, shall elect the corporate officers.\n\n     25. The board may appoint such other officers and agents as it shall\ndeem necessary, who shall hold their offices for such terms and shall\nexercise such powers and perform such duties as shall be determined from\ntime to time by the board.\n\n     26. The salaries of the officers of the corporation shall be fixed\nfrom time to time by the board of directors; provided that in the case of\nofficer members of the board of directors their salaries may be fixed from\ntime to time by either of the following additional methods: (i) by a salary\ncommittee of not less than three members appointed, by a resolution passed\nby a majority of the whole board of directors, from among the members of\nthe board of directors who are not officers of the corporation, or (ii) by\na salary committee composed of all members of the board of directors who\nare not officers of the corporation, such committee to act by a majority of\nits members. None of the officers of the corporation shall be prevented\nfrom receiving a salary by reason of the fact that he is also a member of\nthe board of directors; but an officer who shall also be a member of the\nboard of directors shall not have any vote in a determination by the board\nof directors of the amount of salary that shall be paid to him. \n\n     27. The officers of the corporation shall hold office until their\nsuccessors are chosen and qualify in their stead. Any officer elected or\nappointed by the board of directors may be removed at any time by the\naffirmative vote of a majority of the whole board of directors.\n\n\n                     Chairman of the Board of Directors\n\n\n\n     28. Whenever a chairman of the board of directors has been elected by\nthe board, he shall preside at all meetings of the board of directors and\nof the stockholders. If no chairman of the board is elected, the president\nshall act as the chairman of the board and shall assume the powers and\nduties of the chairman.\n\n\n                                 President\n\n\n     29. (a) The president shall be the chief executive officer of the\ncorporation unless a chairman of the board has been elected and designated\nas such officer. Subject to the authority of the chairman of the board in\nsuch event, the president shall have general and active management of the\nbusiness of the corporation and shall see that all orders and resolutions\n\n\n\n\n\n                                    - 10 -\n\nof the board are carried into effect. In the absence or disability of the\nchairman of the board, where that office has been filled by election of the\nboard, the powers and duties of the chairman shall be assumed by the\npresident.\n\n          (b) He shall execute bonds, mortgages and other contracts\nrequiring a seal, under the seal of the corporation.\n\n          (c) He shall be ex-officio a member of all standing committees,\nand shall have the general powers and duties of supervision and management\nusually vested in the office of president of the corporation.\n\n\n                               Vice President\n\n\n\n     30.  The board of directors may elect one or more vice presidents and\nmay designate one or more of the vice presidents to be executive vice\npresidents.  Subject to the succession provided for in Bylaw 29(a), in the\nabsence or disability of the CEO, the executive vice presidents, or the\nvice presidents in the event none have been designated 'Executive', in the\norder designated, (or in the absence of any designation, then in the order\nof their election) shall perform the duties and exercise the powers of the\nCEO.  The vice president(s) shall perform such other duties as the board of\ndirectors may prescribe.\n\n\n                                 Secretary\n\n\n\n     31. The secretary shall attend all sessions of the board and all\nmeetings of the stockholders and record all votes and the minutes of all\nproceedings in a book to be kept for that purpose and shall perform like\nduties for the standing committees when required. He shall be custodian of\nthe corporate records and of the seal of the corporation and see that the\nseal of the corporation is affixed to all documents, the execution of which\non behalf of the corporation under its seal is duly authorized. He shall\ngive, or cause to be given, notice of all meetings of the stockholders and\nof the board of directors, and shall perform such other duties as may be\nprescribed by the board of directors or president, under whose supervision\nhe shall be.\n\n\n                                 Treasurer\n\n\n\n     32.  (a)The treasurer shall, under the general direction of the Chief\nFinancial Officer, be responsible for the planning and directing of\ncorporate   finance activities.  He shall have the custody of corporate\n\n\n\n\n\n                                    - 11 -\n\nfunds and securities and shall deposit all moneys, and other valuable\neffects in the name and to the credit of the Corporation, in such\ndepositories as may be designated by the Board of Directors.\n\n          (b)He shall disburse the funds of the Corporation as may be\nordered by the Board, taking proper vouchers for such disbursements, and\nshall render to the Chairman of the Board, the President and the directors,\nat the regular meetings of the Board, or whenever they may require it, an\naccount of all his transactions as Treasurer.\n\n     (c)  He shall give the Corporation a bond if required by the Board of\nDirectors in a sum, and with one or more sureties satisfactory to the\nBoard, for the faithful performance of the duties of his office, and for\nthe restoration to the Corporation, in case of his death, resignation,\nretirement or removal from office, of all books, papers, vouchers, money\nand other property of whatever kind in his possession or under his control\nbelonging to the Corporation.\n\n\n\n                          Chief Financial Officer\n\n\n\n     33. The Chief Financial Officer of the corporation shall have the\ngeneral responsibility for the financial operations of the corporation and\nfor all receipts and disbursements of the funds of the corporation. \n\n\n                                 Controller\n\n\n\n     34. The controller shall be the chief accounting officer of the\ncorporation.\n\n\n                            Assistant Secretary\n\n\n\n     35.  The  assistant secretaries in the order of their seniority shall,\nin  the  absence  or  disability  of  the secretary, perform the duties and\nexercise  the  powers of the secretary, and shall perform such other duties\nas the board of directors shall prescribe.\n\n\n                            Assistant Treasurer\n\n\n\n     36. Repealed.\n\n\n\n\n\n                                    - 12 -\n\n                   Vacancies and Newly Created Directorships\n\n\n\n     37. If the office of any officer or agent becomes vacant by reason of\ndeath, resignation, retirement, disqualification, removal from office or\notherwise, such vacancy may be filled by the board of directors.\n\n     Vacancies in the board of directors and newly created directorships\nresulting from any increase in the authorized number of directors may be\nfilled by a majority of the directors then in office, though less than a\nquorum, and the directors so chosen shall hold office until the expiration\nof the term of the class to which they have been chosen and until their\nsuccessors are duly elected and qualified. This second paragraph of Section\n37 may not be amended or rescinded except by the affirmative vote of the\nholders of at least two-thirds of the stock of the corporation issued and\noutstanding and entitled to vote, at any regular or special meeting of the\nstockholders if notice of the proposed alteration or amendment be contained\nin the notice of the meeting.\n\n\n                    Duties of Officers May be Delegated\n\n\n\n     38. In case of the absence of any officer of the corporation, or for\nany other reason that the board may deem sufficient, the board may\ndelegate, for the time being, the powers or duties, or any of them, of such\nofficer to any other officer, or to any director, provided a majority of\nthe entire board concur therein.\n\n\n                           Certificates of Stock\n\n\n\n     39. The certificates of stock of the corporation shall be numbered and\nshall be entered in the books of the corporation as they are issued. They\nshall exhibit the holder's name and number of shares and shall be signed by\nthe president or a vice president and the treasurer or an assistant\ntreasurer, or the secretary or an assistant secretary.\n\n\n                             Transfers of Stock\n\n\n\n     40. Transfers of stock shall be made on the books of the corporation\nonly by the person named in the certificate or by attorney, lawfully\nconstituted in writing, and upon surrender of the certificate therefor.\n\n     41. The board of directors shall have power to appoint one or more\n\n\n\n\n\n                                    - 13 -\n\ntransfer agents and\/or one or more registrars of transfers and may provide\nthat the issuance of certificates of stock of this corporation shall not be\nvalid unless signed by such transfer agent or transfer agents and\/or\nregistrar of transfers or registrars of transfers, and if such certificate\nis countersigned (1) by a transfer agent other than the corporation or its\nemployee, or (2) by a registrar other than the corporation or its employee,\nany other signature on the certificate may be a facsimile.\n\n\n                                Record Dates\n\n\n     42. In order that the corporation may determine the stockholders\nentitled to notice of or to vote at any meeting of stockholders or any\nadjournment thereof, or entitled to receive payment of any dividend or\nother distribution or allotment of any rights, or entitled to exercise any\nrights in respect of any change, conversion or exchange of stock or for the\npurpose of any other lawful action, the board of directors may fix a record\ndate, which record date shall not precede the date upon which the\nresolution fixing the record date is adopted by the board of directors, and\nshall not be more than sixty nor less than ten days before the date of such\nmeeting, nor more than sixty days prior to any such other action.  If no\nrecord date is fixed, the record date for determining stockholders entitled\nto notice of or to vote at a meeting of stockholders shall be at the close\nof business of the day next preceding the day on which notice is given, and\nthe record date for any other purpose shall be at the close of business on\nthe day on which the board of directors adopts the resolution relating\nthereto.  A determination of stockholders of record entitled to notice of\nor to vote at a meeting of stockholders shall apply to any adjournment of\nthe meeting; provided, however, that the board of directors may fix a new\nrecord date for the adjourned meeting.\n \n                          Registered Stockholders\n\n\n\n     43. The corporation shall be entitled to treat the holder of record of\nany share or shares of stock as the holder in fact thereof and accordingly\nshall not be bound to recognize any equitable or other claim to or interest\nin such share on the part of any other person, whether or not it shall have\nexpress or other notice thereof, save as expressly provided by the laws of\nDelaware.\n\n\n\n\n\n                                    - 14 -\n\n                               Lost Certificate\n\n\n\n     44. Any person claiming a certificate of stock to be lost, stolen or\ndestroyed, shall make an affidavit or affirmative of the fact and advertise\nthe same in such manner as the board of directors may require, and shall if\nthe directors so require give the corporation a bond of indemnity,\nsufficient to indemnify the corporation against any claim that may be made\nagainst it on account of the alleged loss, theft or destruction of any such\ncertificate or the issuance of a new replacement certificate, whereupon a\nnew certificate may be issued of the same tenor and for the same number of\nshares as the one alleged to be lost, stolen or destroyed.\n\n\n                            Inspection of Books\n\n\n\n     45. The directors shall determine from time to time whether and, if\nallowed, when and under what conditions and regulations the accounts and\nbooks of the corporation (except such as may by statute be specifically\nopen to inspection) or any of them shall be open to the inspection of the\nstockholders, and the stockholders' rights in this respect are and shall be\nrestricted and limited accordingly.\n\n\n                                   Checks\n\n\n\n     46. All checks or demands for money and notes of the corporation,\nshall be signed by such officer or officers, employee or employees as the\nboard of directors may from time to time designate.\n\n\n                                Fiscal Year\n\n\n\n     47. The fiscal year shall begin the first day of January in each year.\n \n\n\n\n\n\n                                    - 15 -\n\n                         Directors' Annual Statement\n\n\n\n     48. The board of directors shall present at each annual meeting, and\nwhen called for by vote of the stockholders at any special meeting of the\nstockholders, a full and clear statement of the business and condition of\nthe corporation.\n\n\n                                  Notices\n\n\n\n     49. Except  as otherwise provided in these Bylaws, whenever under the\nprovisions of these Bylaws notice is required to be given to any director,\nofficer or stockholder, it shall not be construed to mean personal notice,\nbut such notice may be given in writing, by telecopy as provided in Bylaw\n21, by mail, by depositing the same in the post office or letter box, in a\npostpaid sealed wrapper, addressed to such stockholder, officer or director\nat such address as appears on the books of the corporation, or, in default\nof other address, to such director, officer or stockholder at the General\nPost Office in the City of Wilmington, Delaware, and such notice shall be\ndeemed to be given at the time when the same shall be thus mailed.\n\n     Any stockholder, director, or officer may waive any notice required to\nbe given under these Bylaws, either before or after the event for which\nsuch notice was required.\n\n\n\n                             Incentive Payments\n\n\n\n     50. Repealed.\n\n     51. Unless otherwise provided by resolution adopted by the board of\ndirectors, the president or any vice president or the secretary may from\ntime to time appoint an attorney or attorneys, or an agent or agents, to\nexercise in the name and on behalf of the company the powers and rights\nwhich it may have as the holder of stock or other securities in any other\ncorporation or membership in any organization, to vote or consent in\nrespect of such stock or other securities or membership, and the president,\nor any vice president or the secretary may execute or cause to be executed\nin the name and on behalf of the company and under its corporate seal, or\notherwise all such written proxies or other instruments as he may deem\nnecessary or proper in order that the company may exercise its powers and\nrights.\n\n\n\n\n\n\n                                    - 16 -\n\n\n                                  Amendments\n\n\n     52. Except as otherwise provided in these Bylaws, these Bylaws may be\naltered or amended by the affirmative vote of a majority of the stock\nissued and outstanding and entitled to vote thereat, at any regular or\nspecial meeting of the stockholders, if notice of the proposed alteration\nor amendment be contained in the notice of the meeting, or (except as\notherwise provided in these Bylaws) by the affirmative vote of a majority\nof the board of directors at a regular or special meeting of the board.\n\n                                 * * * * *\n\n     I, Frederick G. Wohlschlaeger, Secretary of MAYTAG CORPORATION, a\ncorporation  organized and existing under the laws of the State of\nDelaware, do hereby certify that as such Secretary, I have custody and\npossession of the records and corporate seal of said corporation, and that\nthe foregoing is a full, true and correct copy of the Bylaws of said\ncorporation in my custody and possession; and that the seal hereto affixed\nis the common or corporate seal of said corporation so in my custody and\npossession.\n\n     IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary and\naffixed the corporate seal of said corporation this 10th day of February,\nA.D., 2000. \n\n\n                                             \/s\/ Frederick G. Wohlschlaeger\n                                                 Secretary\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8154],"corporate_contracts_industries":[9393],"corporate_contracts_types":[9573,9574],"class_list":["post-41547","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-maytag-corp","corporate_contracts_industries-consumer__appliances","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\/41547","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=41547"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41547"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41547"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41547"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}