GENERAL SIGNAL CORPORATION
__________
BY-LAWS
__________
As Amended Through February 1, 1996
ARTICLE I
SHAREHOLDERS' MEETING
SECTION 1. Annual Meeting: The Annual Meeting of the shareholders of this
Corporation for the election of directors and the transaction of such other
business as may properly come before such meeting shall be held each year on
such date and at such time and place, whether within or without the State of
New York, as shall be determined by the Board of Directors.
SECTION 2. Special Meeting: A Special Meeting of the shareholders may
be held at any time upon the call of the Board of Directors or the Chairman
of the Board and shall be called by the Secretary at the written request of
shareholders owning at least two-thirds of the outstanding shares of stock
entitled to vote, which request shall specify the matters to be presented
to such meeting.
SECTION 3. Notice of Annual or Special Meeting: Written notice of the
holding of each Annual or Special Meeting of the shareholders shall be given
by the Secretary. Such notice shall state the place, date and hour of the
meeting, and the purpose or purposes for which the meeting is called, and
shall be signed by the Secretary, and shall indicate that it is being
issued by or at the direction of the person or persons calling the
meeting. A copy of such notice shall be mailed, postage prepaid,
not less than ten nor more than fifty days before the date of the
meeting, to each shareholder of record as of such record date, not less
than ten nor more than fifty days before the date of the meeting, as may
be fixed by the Board of Directors for determining the shareholders
entitled to notice of, or to vote at, the meeting. Such notice shall
be directed to the shareholder at his address as it appears on the record
of shareholders, or, if he shall have filed with the Secretary a written
request that notices to him be mailed to some other address, then directed
to him at such other address.
If, at any meeting, action is proposed to be taken which would, if taken,
entitle certain shareholders to receive payment for their shares, the notice
of such meeting shall include a statement of that purpose and to that effect.
At any meeting of shareholders or any such adjourned meeting, only such
business shall be conducted as shall have been properly brought before such
meeting or any such adjourned meeting. To be properly brought before any
meeting of shareholders or any such adjourned meeting, business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (b) otherwise properly brought
before such meeting or any such adjourned meeting by or at the direction of
the Board of Directors, or (c) otherwise properly brought before such meeting
or any such adjourned meeting by a shareholder. For business to be properly
brought before any meeting of shareholders or any such adjourned meeting by
a shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than forty-five days nor more than sixty days
prior to such meeting; provided, however, that in the event less than
fifty-five days prior public disclosure of the date of such meeting is
made to the shareholders or in the event the only public disclosure of
the date of the meeting is written notice in accordance with
this Article 1, Section 3, notice by such shareholder to be timely
must be so received not later than the close of business on the tenth
day following the day on which such notice of the date of such meeting
was mailed or such public disclosure was made. A shareholder's notice
to the Secretary shall set forth as to each matter the shareholder proposes
to bring before such meeting (a) a brief description of the business desired
to be brought before such meeting and the reasons for conducting such
business at such meeting, (b) the name and address, as they appear on
the Corporation's books, of the shareholder proposing such business,
(c) the class and number of shares of the securities of the Corporation
which are beneficially owned by such shareholder, and (d) any material
interest of such shareholder in such business.
No business shall be conducted at any meeting of shareholders or any such
adjourned meeting except in accordance with the procedures set forth in this
Article 1, Section 3. In the event that a shareholder seeks to bring one or
more matters before a meeting of shareholders or any such adjourned meeting,
the Board of Directors shall establish a committee consisting of
non-management directors for the purpose of reviewing compliance with this
Article 1, Section 3; provided, however, that if the business to be brought
before such meeting or any such adjourned meeting by a shareholder relates
to the removal, replacement or election of one or more directors, the Secretary
shall appoint two or more inspectors, neither of whom shall be an affiliate of
the Corporation, to act in lieu of such committee to review compliance with
this Article 1, Section 3. If the committee or the inspectors (as the case may
be) shall determine that a shareholder has not complied with this Article 1,
Section 3, the committee or the inspectors (as the case may be) shall
direct the chairman of such meeting to declare to such meeting or any
such adjourned meeting that such business was not properly brought
before such meeting or any such adjourned meeting in accordance with the
provisions of this Article 1, Section 3; and the chairman shall so declare
to such meeting or any such adjourned meeting and any such business not
properly brought before such meeting or any such adjourned meeting shall
not be transacted.
Only individuals who are nominated in accordance with the procedures set
forth in this Article 1, Section 3, shall be eligible for election as
directors. Nominations of individuals for election to the Board of Directors
may be made at a meeting of shareholders or any such adjourned meeting by or at
the direction of the board of Directors or by any shareholder of the
Corporation entitled to vote for the election of
directors at such meeting or any such adjourned meeting who complies with the
notice procedures set forth in this Article 1, Section 3.
Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary. To be timely, a shareholder's notice shall be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than forty-five days nor more than sixty days
prior to such meeting; provided, however, that in the event less than
fifty-five days prior public disclosure of the date of such meeting is
made to the shareholders or in the event
the only public disclosure of the date of the meeting is written notice in
accordance with this Article 1, Section 3, notice by such shareholder to be
timely must be so received not later than the close of business on the tenth
day following the day on which such notice
of the date of such meeting was mailed or such public disclosure was made.
Such shareholder's notice shall set forth (a) as to each individual whom
such shareholder proposes to nominate for election or re-election as
director, (i) the name, age, business address and residence address of
such individual, (ii) the principal occupation or employment of such
individual, (iii) the class and number of shares, or the amount of any
securities of the Corporation which are beneficially owned by such individual
and (iv) any other information relating to such individual that is required
to be disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case, pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(including without limitation such individual's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); and (b) as to the shareholder giving the notice, (i) the name and
address, as they appear on the Corporation's books, of such shareholder and
(ii) the class and number of shares of the securities of the Corporation
which are beneficially owned by such shareholder. At the request of the
Board of Directors, any individual nominated by the Board of Directors for
election as a director shall furnish to the Secretary that information required
to be set forth in a shareholder's notice of nomination which pertains to the
nominee. No individual shall be eligible for election as a director of the
Corporation unless nominated in accordance with the
procedures set forth in this Article 1, Section 3. In the event that a
shareholder seeks to
nominate one or more directors, the Secretary shall appoint two inspectors,
neither of whom shall be an affiliate of the Corporation, to determine whether
such shareholder has complied with this Article 1, Section 3. If the
inspectors shall determine that such shareholder has not complied with
this Article 1, Section 3, the inspector shall direct the chairman of
such meeting or any such adjourned meeting to declare to such meeting or
any such adjourned meeting that a nomination was not made in accordance with
the prescribed procedures, and the chairman shall so declare to such meeting
or any such adjourned meeting and the defective nomination shall be
disregarded.
SECTION 4. Presiding Officer: At all meetings of shareholders the
Chairman of the Board shall preside, or in his absence, the Chairman of the
Executive Committee, the President or any Vice President may preside.
SECTION 5. Inspectors: Prior to each meeting of the shareholders, the
Board of Directors may appoint two Inspectors of Election and two or more
Alternate Inspectors, to serve at such meeting and any adjournment thereof.
If any Inspector refuses to serve, or shall not be present at the meeting of
the shareholders, the Alternate Inspectors shall
act in the order of their appointment.
SECTION 6. Voting and Method of: Except as otherwise provided in the
Certificate of Incorporation, at all meetings of the shareholders, each
shareholder entitled to vote shall be entitled to one vote for every share
standing in his name on the record of shareholders, and all questions to be
decided by the shareholders, except the question
of election of directors and such other questions the manner of deciding which
is specifically regulated by statute, shall be decided by a majority of the
votes cast at the meeting in person or by proxy by the holders of shares
entitled to vote thereon. All voting
shall be viva-voce, except that any qualified voter may require a vote by
ballot on any question to be decided. In case of a vote by ballot, each
ballot shall state the name of the shareholder voting and the number,
class and series (if any) of shares owned by him,
and in addition, if such ballot be cast by a proxy, the name of the proxy shall
be stated.
SECTION 7. Quorum: Except as may be otherwise provided by law or by the
Certificate of Incorporation, at all meetings of the shareholders, the
holders of a majority of the shares entitled to vote thereat shall
constitute a quorum for the transaction of any business.
SECTION 8. Fiscal Year: The fiscal year of the Corporation shall
close on the 31st day of December in each year. The officers of the
Corporation shall prepare and cause to be submitted to the shareholders
at the Annual Meeting a detailed statement showing the financial condition
of the Corporation.
ARTICLE II
DIRECTORS
SECTION 1. Election of Directors: The directors shall be classified with
respect to their terms of office by dividing them into three classes. All
classes shall be as nearly equal in number as possible, and no class shall
include less than three directors. Subject to such limitations, the size of
each class may be fixed by action of the shareholders or
of the Board of Directors.
At each Annual Meeting of shareholders, directors to replace those whose
terms expire at such Annual Meeting shall be elected to hold office until the
expiration of the term of whatever class they are assigned to provided that no
director may be assigned to a class the term of which will expire later than the
Annual Meeting next succeeding the
Director's attaining age 72. Notwithstanding the foregoing, Ralph E. Bailey,
John P. Horgan and Roland W. Schmitt shall be permitted to be nominated for a
one-year term at the 1996 Annual Meeting of Shareholders.
Each director shall hold office until the expiration of the term for
which he is elected, and until his successor has been elected and qualified,
provided, however, that a director may be removed from office as a director,
but only for cause, by action of the shareholders or of the Board of Directors.
SECTION 2. Number of Directors: The number of the directors of the
Corporation shall be not less than 9 nor more than 15 as shall be determined
from time to time by the Board of Directors.
SECTION 3. Newly Created Directorships and Vacancies: Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the Board for any reason may be filled by the vote of
a majority of the directors then in office, although less than a quorum may
exist. A director elected to fill a newly created directorship or a vacancy
shall be elected to hold office until the next Annual Meeting of the
shareholders, and (if he is to have a successor) until his successor
has been elected and qualified.
SECTION 4. Regular Meetings: Regular Meetings of the Board of Directors
shall be held at such times and places as may be fixed by the Board of
Directors provided that the Organization Meeting of the newly elected Board of
Directors shall be held on the same day as the Annual Meeting of the
shareholders, at which time the Executive
Committee and other Committees of the Board and Officers shall be elected or
appointed. Unless otherwise required by appropriate resolution of the Board
of Directors, or by law,
notice of any such meetings need not be given.
SECTION 5. Special Meetings: Special Meetings of the Board of
Directors shall be called by the Secretary upon the order of the Chairman
of the Board, the President, or the Chairman of the Executive Committee,
or upon the written request of five (5) directors.
SECTION 6. Presiding Officer: At all meetings of the Board of
Directors, the Chairman of the Board of Directors shall preside, or in his
absence, the Chairman of the
Executive Committee, the President or any Vice President who is a member
thereof may preside.
SECTION 7. Quorum: A majority of the directors then in office or
half of such number when the number of directors then in office is even,
but not less than one-third of the entire Board, shall constitute a quorum for
the transaction of business at all meetings of the Board.
SECTION 8. Notice: The Secretary shall mail to each director notice
of any Special Meeting, or of any Regular Meeting, if required, at least two
days before the meeting, or shall telegraph or telephone such notice not later
than the day before such meeting. Each director shall file with the Secretary
a designation of the address to which such notice to him shall be sent, and
any such notice to him thereafter shall be
addressed in accordance with his latest designation.
SECTION 9. Designation of Executive and Other Committees: The Board
of Directors shall by resolution adopted by a majority of the entire Board,
designate an Executive Committee of not less than three of its members of whom
the Chairman of the Board, the Chairman of the Executive Committee, and the
President shall be ex officio members, and said Executive Committee shall have
authority to exercise and shall exercise in the interim between the Regular and
Special meetings of the Board of Directors all of the rights, powers and duties
of the Board of Directors, except such as cannot be lawfully delegated.
The Board of Directors may by resolution adopted by a majority of the
entire Board, designate one or more directors as alternate members of the
Executive Committee, who may replace any absent member or members of the
Executive Committee, at any meeting thereof, when required to constitute a
quorum.
Meetings of the Executive Committee may be called by the Secretary upon
order by the Chairman of the Executive Committee or in his absence by the
Chairman of the Board, the President, or upon written request of two (2)
members of the Executive Committee.
At all meetings of the Executive Committee, the Chairman of the
Executive Committee shall preside, or in his absence the Chairman of the
Board or the President may preside.
At all meetings of the Executive Committee, a majority of the full
membership of the Executive Committee, including vacancies not filled or
eliminated, shall constitute a quorum for the transaction of business.
The Board of Directors may by resolution adopted by a majority of the
entire Board, designate other Committees, each consisting of three or more
directors, and delegate to them such powers and duties of the Board as may be
lawfully delegated and determined to be appropriate by the Board.
The Executive Committee and each other Committee designated pursuant to
this Section, and each member or alternate member thereof, shall serve until
the next Annual Meeting of the shareholders and at the pleasure of the Board of
Directors. Vacancies in the Executive Committee or any other Committee,
occurring for any reason, may by
resolution adopted by a majority of the entire Board at any meeting of the
Board of Directors, be filled or may be eliminated by reducing the number
constituting the membership of such Committee, provided, however, that the
membership of any Committee shall not be reduced to less than three.
Notice of the time and place of any meeting of the Executive Committee
shall be given in the manner provided in Section 8 of this Article for
the giving of notice of meetings of the Board of Directors. Meetings of
any other Committee designated
pursuant to this Section 9 shall be held in such manner, and at such times and
places, and upon such notice, if any, as shall be provided in the resolution
of the Board creating such Committee.
SECTION 10. Compensation: Each director who is not a full-time
employee of the Corporation or of any consolidated subsidiary shall be paid
such compensation for serving as a director as the Board of Directors may,
from time to time, determine.
Section 11. Action by Unanimous Written Consent: Any action required
to be or permitted to be taken by the Board of Directors or any Committee
thereof may be taken without a meeting if all members of the Board of
Directors or the Committee consent in
writing to the adoption of a resolution authorizing the action. The
resolution and written consents thereto by the members of the Board of
Directors or Committee shall be filed
with the minutes of the proceedings of the Board of Directors or Committee.
Section 12. Participation in Meetings by Means of Conference
Telephone: Any one or more members of the Board of Directors or any
Committee thereof may participate
in a meeting of the Board of Directors or Committee by means of a
conference telephone or similar communication equipment allowing all persons
participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence
in person at such meeting.
ARTICLE III
OFFICERS
SECTION 1. Executive Officers: The Officers of the Corporation shall
consist of a Chairman of the Board of Directors, a President, a Vice
President-Finance, one or more other Vice Presidents, one or more of whom may
also be designated Executive Vice President or Senior Vice President, a
Secretary, a Treasurer and a Controller, all of whom shall be elected
annually by the Board at a meeting following the Annual Meeting of the
shareholders. The Board may also elect one or more Assistant Treasurers and
one or more Assistant Secretaries and such subordinate officers and agents
of the Corporation as it may from time to time determine. The same person
may hold two or more offices,
except that the Chairman of the Board and President shall not hold the
office of Secretary.
SECTION 2. Duties of Chairman of the Board: The Chairman of the Board
shall be a director and shall be chief executive officer of the Corporation
and, subject to the direction of the Board, shall exercise general
supervision over the business and affairs
of the Corporation and shall perform such other duties as may be
assigned to him from
time to time by the Board. If the office of the President is not
independently established, he shall perform all duties of that office. He
shall preside at all meetings of the Board of
Directors and shall also preside at all meetings of the shareholders of the
Corporation.
SECTION 3. Duties of President: The President shall be a director and
shall be the chief operating officer of the Corporation and, subject to the
direction of the Board of
Directors and the Chairman of the Board, shall direct and supervise the
business operations of the Corporation and shall perform such other duties as
from time to time
the Board of Directors may prescribe or the Chairman of the Board may assign to
him.
The office of the President will normally be vested in the Chairman of the
Board,
provided, however, that in the discretion of the Board of Directors, the
position of
President may be established independent of, but reporting to, the Chairman of
the
Board.
SECTION 4. Duties of Vice President-Finance, and other Vice Presidents:
The
Vice President-Finance shall serve as principal financial officer of the
Corporation and
shall perform such other duties as shall from time to time be prescribed by the
Board of
Directors or assigned to him by the Chairman of the Board or by the President.
Each
other Vice President shall perform such duties as from time to time may be
by the Board of Directors or assigned to him by the Chairman of the Board or
the Officer
to whom he reports.
SECTION 5. Duties of Treasurer and Controller: The Treasurer shall have
the
care and custody of all the funds and securities of the Corporation and, in
general, shall
perform all the duties incident to the office of Treasurer including the
appointment of
depository and disbursement banks. The Controller shall have charge of the
books of
account of the Corporation and, in general, perform all the duties incident to
the office of
Controller. The Treasurer and the Controller shall also discharge such other
duties as
from time to time the Board of Directors may prescribe or the Chairman of the
Board, the
President, or the Vice President-Finance may assign.
SECTION 6. Duties of Secretary: The Secretary shall keep the minutes of
the
meetings of the Board of Directors, of the Executive Committee and other
Committees
of the Board and of the shareholders, and shall attend to the giving and service
of all
notices for meetings of the Board of Directors, of the Executive Committee and
other
Committees of the Board and of the shareholders and otherwise whenever required,
except to the extent, that such duties shall have been specifically delegated
to another
officer by the Board of Directors or by the Chairman of the Board. He shall
have the
custody of such books and papers as the Board of Directors, the Chairman of the
Board,
or the President may provide. He shall also discharge such other duties as
from time to
time the Board of Directors may prescribe or the Chairman of the Board, or the
President
may assign to him.
SECTION 7. Assistant Officers: The Board of Directors may elect one or
more
Assistant Secretaries or one or more Assistant Treasurers. Each Assistant
Secretary, if
any, and each Assistant Treasurer, if any, shall have such authority and
perform such
duties as from time to time the Board of Directors may prescribe or the
Chairman of the
Board or the President may assign.
SECTION 8. Subordinate Officers: The Board of Directors may elect such
subordinate officers as it may deem desirable. Each such officer shall have
such
authority and perform such duties as the Board of Directors may prescribe. The
Board
of Directors may, from time to time, authorize any officer to appoint and remove
subordinate officers and prescribe the powers and duties thereof.
SECTION 9. Surety Bonds of Officers: The Board of Directors may require
from
any officer of the Corporation a bond in such amount as it may determine for
the
faithful
discharge of the duties of any such officer; such bond to be approved by the
Board and
to be obtained at the expense of the Corporation.
SECTION 10. Compensation of Officers: The Chairman of the Board, with
the
advice of the President of the Corporation, shall have power to fix the
compensation of
all officers of the Corporation, except the Chairman of the Board, the
President and the
officers reporting directly to either of them. The Board of Directors shall
have power to
fix the compensation of the Chairman of the Board, the President and of the
officers
reporting directly to either of them. The Board of Directors may authorize any
officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers. Notwithstanding the
foregoing, the Board
of Directors may delegate to a Committee of the Board the responsibility of
determining
the incentive compensation and stock awards of the Chairman of the Board, the
President
and the officers reporting directly to either of them.
SECTION 11. Vacancy: Any vacancy of an office occurring may be filled
at any
Regular or Special Meeting of the Board of Directors.
SECTION 12. Removal of Officers: Any officer of the Corporation may be
removed, with or without cause, by the vote of the Board of Directors at any
meeting
thereof.
SECTION 13. Checks and Obligations: All notes and all checks, drafts,
or other
orders for the payment of money, and all endorsements thereof, executed on
behalf of
the Corporation shall be signed by any person or persons designated for the
purpose
either by the Board or by an officer or officers of the Corporation pursuant to
authority
delegated by the Board of Directors.
SECTION 14. Execution of Contracts, Assignments, Deeds and other
Documents:
All contracts, agreements, assignments, transfers, guaranties, deeds, stock
powers or
other instruments of the Corporation may be executed and delivered by the
Chairman of
the Board, the President, or any Vice President or by such other officer or
officers, or
agent or agents, of the Corporation as shall be thereunto authorized from time
to time
either by the Board or by power of attorney executed by the Chairman of the
Board, the
President, any Senior Vice President, or by any person pursuant to authority
granted by
the Board; and the Secretary or any Assistant Secretary, the Treasurer or any
Assistant
Treasurer may affix the seal of the Corporation thereto and attest same.
SECTION 15. Execution of Proxies: The Chairman of the Board, the
President,
or any Vice President or any other person designated by the Board of Directors,
may
authorize from time to time the execution and issuance of proxies to vote upon
shares
of stock of other corporations owned by the corporation, or authorize the
execution of a
consent to action taken or to be taken by such other corporation. All such
proxies or
consents may be signed in the name of the Corporation by any of the persons
above-
mentioned in this Section 15 or by any other person or persons designated for
the
purpose either by the Board of Directors or by power of attorney executed by
any person
pursuant to authority granted by the Board.
SECTION 16. Facsimile Signatures: Any signature which is authorized
by
Section 13, 14 or 15 of this Article may be facsimile, if so determined by the
Board of
Directors, or by an officer or officers of the Corporation pursuant to authority
delegated
by the Board of Directors.
ARTICLE IV
CREATION OF DIVISIONS
SECTION 1. Creation of Divisions: The Board of Directors may from time
to time
create divisions and may set apart to such divisions such aspects or portions
of the
business, affairs and properties of the Corporation as the Board may from time
to time
determine. Each division of the Corporation shall be organized and regulated
as
hereinafter provided in this Article IV. As used in the succeeding Sections of
this Article,
the term "Company" shall refer to any division of the Corporation.
SECTION 2. Executive Officers of Company: The Chairman of the Board of
the
Corporation may appoint, with the advice of the President of the Corporation,
as
Executive Officers of the Company, a President, one or more Vice Presidents,
appropriate
Financial Officers and a Secretary and in his discretion, one or more Assistant
Secretaries and Assistant Financial Officers and such subordinate officers as
may from
time to time be deemed desirable. Such officers shall be appointed as soon as
practicable following the creation of the Company and thereafter shall hold
office at the
discretion of the Chairman of the Board of the Corporation. The same person
may hold
two or more offices of the Company, except the offices of President and
Secretary of the
Company, and any person holding an office of the Company may also be elected
by the
Board as an officer of the Corporation. Vacancies occurring in any office
may be filled
at any time by the Chairman of the Board of the Corporation, with the advice
of the
President of the Corporation. The Executive Officers and all other persons
who shall
serve the Company in the capacities set forth in this Article are hereby
appointed agents
of the Corporation with the powers and duties herein set forth. However,
the authority
of said agents shall be limited to matters related to the properties, business
and affairs
of the Company, and shall not extend to any other portion of the properties,
business and
affairs of the Corporation nor are such Executive Officers or other persons
to be
considered officers of the Corporation.
SECTION 3. Authority of the Executive Officers of the Company: The
President of the Company shall be the Chief Executive Officer of the
Company. He shall exercise
general supervision over the business, affairs and properties of the
Company and shall
be directly responsible to, and shall perform such other duties as may be
assigned to him
from time to time by, the Chairman of the Board or the assigned Officer
or other
employee of the Corporation to whom the President of the Company reports.
All Executive Officers other than the President of the Company, and any
subordinate officers,
shall be directly responsible to the President of the Company and any
Officer or other
employee of the Corporation as the Chairman of the Board or the assigned
Officer or
other employee of the Corporation to whom the President of the Company reports
shall
direct.
SECTION 4. Use of Divisional Names: In executing any document on behalf
of
any division of the Corporation, the name of such division shall be followed by
the words
"a division of General Signal Corporation." In any instance in which a division
of the
Corporation shall use the name of the division followed by the words, "a unit of
General
Signal," such words shall have the same meaning as "a division of General
Signal
Corporation."
ARTICLE V
INDEMNIFICATION
SECTION 1. Indemnification: Except to the extent expressly prohibited by
the New York Business Corporation Law, the Corporation shall indemnify each
person made
or threatened to be made a party to any action or proceeding, whether civil
or criminal,
and whether by or in the right of the Corporation or otherwise, by reason of
the fact that
such person or such person's testator or intestate is or was a director or
officer of the
Corporation, or serves or served at the request of the Corporation any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity while he or she was such a director or officer
(hereinafter referred to as "Indemnified
Person"), against judgments, fines, penalties, amounts paid in settlement
and reasonable
expenses, including attorneys' fees, incurred in connection with such
action or
proceeding, or any appeal therein, provided that no such indemnification
shall be made
if a judgment or other final adjudication adverse to such Indemnified Person
establishes
that either (a) his or her acts were committed in bad faith, or were the
result of active and
deliberate dishonesty, and were material to the cause of action so adjudicated,
or (b) that
he or she personally gained in fact a financial profit or other advantage to
which he or
she was not legally entitled.
The Corporation shall advance or promptly reimburse upon request any
Indemnified Person for all expenses, including attorneys' fees, reasonably
incurred in
defending any action or proceeding in advance of the final disposition
thereof upon
receipt of an undertaking by or on behalf of such Indemnified Person to repay
such
amount if such Indemnified Person is ultimately found not be entitled to
indemnification
or, where indemnification is granted, to the extent the expenses so advanced
or
eimbursed exceed the amount to which such Indemnified Person is entitled.
Nothing herein shall limit or affect any right of any Indemnified Person
otherwise
than hereunder to indemnification or expenses, including attorneys' fees, under
any
statute, rule, regulation, certificate of incorporation, by-law, insurance
policy, contract or
otherwise.
Anything in these by-laws to the contrary notwithstanding, no elimination
of this by-
law, and no amendment of this by-law adversely affecting the right of any
Indemnified
Person to indemnification or advancement of expenses hereunder shall be
effective until
the 60th day following notice to such Indemnified Person of such action, and
no elimination of or amendment to this by-law shall thereafter deprive any
Indemnified
Person of his or her rights hereunder arising out of alleged or actual
occurrences, acts
or failures to act prior to such 60th day.
The Corporation shall not, except by elimination or amendment of this
by-law in
a manner consistent with the preceding paragraph, take any corporate action or
enter into
any agreement which prohibits, or otherwise limits the rights of any
Indemnified Person
to, indemnification in accordance with the provisions of this by-law. The
indemnification
of any Indemnified Person provided by this by-law shall be deemed to be a
contract
between the Corporation and each Indemnified Person and shall continue after
such
Indemnified Person has ceased to be a director or officer of the Corporation
and
shall
inure to the benefit of such Indemnified Person's heirs, executors,
administrators and
legal representatives. If the Corporation fails timely to make any payment
pursuant to the
indemnification and advancement or reimbursement of expenses provisions of this
Article V and an Indemnified Person commences an action or proceeding to
recover such
payment, the Corporation in addition shall advance or reimburse such
Indemnified Person for the legal fees and other expenses of such action or
proceeding.
The Corporation is authorized to enter into agreements with any of its
directors or
officers extending rights to indemnification and advancement of expenses to
such
Indemnified Person to the fullest extent permitted by applicable law, but the
failure to
enter into any such agreement shall not affect or limit the rights of such
Indemnified
Person pursuant to this by-law, it being expressly recognized hereby that all
directors or
officers of the Corporation, by serving as such after the adoption hereof, are
acting in
reliance hereon and that the Corporation is estopped to contend otherwise.
Persons who
are not directors or officers of the Corporation shall be similarly indemnified
and entitled
to advancement or reimbursement of expenses to the extent authorized at any
time
by
the Board of Directors.
In case any provision in this by-law shall be determined at any time to be
unenforceable in any respect, the other provisions shall not in any way be
affected or
impaired thereby, and the affected provision shall be given the fullest possible
enforcement in the circumstances, it being the intention of the Corporation to
afford
indemnification and advancement of expenses to its directors or officers,
acting in such
capacities or in the other capacities mentioned herein, to the fullest extent
permitted by
law whether arising from alleged or actual occurrences, acts or failures to act
occurring
before or after the adoption of this Article V.
For purposes of this by-law, the Corporation shall be deemed to have
requested
an Indemnified Person to serve an employee benefit plan where the performance
by such
Indemnified Person of his or her duties to the Corporation also imposes
duties on, or
otherwise involves services by, such Indemnified Person to the plan or
participants or
beneficiaries of the plan, and excise taxes assessed on an Indemnified Person
with
respect to an employee benefit plan pursuant to applicable law shall be
considered
indemnifiable fines. For purposes of this by-law, the term "Corporation"
shall include any
legal successor to the Corporation, including any corporation which acquires
all or
substantially all of the assets of the Corporation in one or more
transactions.
ARTICLE VI
CAPITAL STOCK
SECTION 1. Certificates of Capital Stock: All certificates of stock of
the Corporation, both preferred and common, shall be separately numbered and
the facsimile
signature of the Chairman of the Board, or the President, or a Vice President
and the
facsimile counter-signature of the Treasurer, or an Assistant Treasurer, or
the Secretary
or an Assistant Secretary and the facsimile seal of the Corporation shall
appear thereon,
all in manner as authorized under the laws of the State of New York and
approved by the
New York Stock Exchange.
SECTION 2. Transfer Agent and Registrar: All certificates of stock of
the
Corporation shall be issued only through a Transfer Agent of the Corporation's
stock,
consisting of a Bank or Trust Company, duly appointed by the Board of Directors
to act
as Transfer Agent and bear the counter-signature of the Registrar of the
Corporation's
stock duly appointed by the Board of Directors to act as Registrar.
Endorsement to the
foregoing effect shall be made upon all certificates issued.
SECTION 3. Transfer of Shares: Shares of stock shall be transferable
only on
the books of the Corporation by the holder thereof in person or pursuant to a
power of
attorney duly executed and filed with the Transfer Agent, upon the surrender of
the
certificate representing the shares to be transferred, properly endorsed. All
certificates
surrendered for transfer shall be cancelled by the Transfer Agent.
SECTION 4. Lost, Destroyed or Stolen Certificates: No certificate for
shares of
stock of the Corporation shall be issued in place of any certificate alleged to
have been
lost, destroyed or stolen except on production of such evidence of such loss,
destruction
or theft and on delivery to the Corporation, if the Board of Directors shall
so
require, of
a bond of indemnity upon such terms and secured by such surety as the Board
of
Directors may in its discretion determine to be satisfactory.
SECTION 5. Seal of Corporation: The seal of the Corporation shall be
circular
in form and bear the words "GENERAL SIGNAL CORPORATION" next inside the line of
its circumference and the words "Incorporated June 13th, 1904" in the center
within the
line of an inner circle.
ARTICLE VII
AMENDMENTS
SECTION 1. Amendments: Except as otherwise provided by the Certificate of
Incorporation, any provision or provisions of these By-Laws, including any
amendment thereof,
regardless of the manner in which any such provision or amendment may have been
adopted, may be deleted or amended in any respect at any Annual Meeting of the
shareholders, or at any Special Meeting called for that purpose, by a
majority of the votes
cast at such meeting in person or by proxy by the holders of shares entitled
to vote
thereon, or with the exception of this Section 1 of Article VII, by a majority
of the Board
of Directors then in office at any meeting thereof.
ARTICLE VIII
WAIVER OF NOTICE
SECTION 1. Waiver of Notice: Any notice required by these By-Laws may
be
waived in writing, either before or after the action requiring such notice is
taken.