EXHIBIT 3(iii)
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BY-LAWS
of
INGERSOLL-RAND COMPANY
As amended through October 1, 1993
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BY-LAWS
of
INGERSOLL-RAND COMPANY
ARTICLE I.
STOCKHOLDERS' MEETINGS
Section 1. Annual Meetings: The annual meeting of the
Stockholders of the Company shall be held on the fourth
Thursday of April, in each year, or such other date as
the Board of Directors may determine, at such hour and
at such place within or without the State of New Jersey
as may be fixed by the Board of Directors and stated in
the notice of the meeting, for the election of
Directors of the Company and for the transaction of
such other business as may come before it.
The Secretary of the Company shall mail, at least
twenty (20) days before every such meeting, a notice
thereof addressed to each Stockholder of record of the
Company at his Post Office address, as it appears on
the books of the Company.
Section 2. Special Meetings: Special meetings of the
Stockholders may be held at the principal office of the
Company in the State of New Jersey, or at such other
place within or without said State as may from time to
time be designated by the Board of Directors and stated
in the notice of the meeting, whenever called in
writing by the Chairman of the Board, the Vice-Chairman
or the President, or by vote of a majority of the Board
of Directors, or by demand in writing of the
Stockholders of record owning at least two-fifths (2/5)
in amount of the outstanding shares of stock of the
Company.
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The Secretary of the Company shall mail, at least ten
(10) days prior to any such meeting, notice of such
meeting, indicating briefly the object or objects
thereof, addressed to each Stockholder of record at his
Post Office address as it appears on the books of the
Company.
Section 3. Quorum: Unless otherwise provided in the
Certificate of Incorporation of this Company or by
statute, the presence in person or by proxy of the
holders of record of the shares entitled to cast a
majority of the votes at any meeting of the
Stockholders shall constitute a quorum at such meeting.
Whenever the holders of any class or series of shares
are entitled to vote separately on a specified item of
business, the presence in person or by proxy of the
holders of record of the shares of such class or series
entitled to cast a majority of the votes thereon shall
constitute a quorum for the transaction of such
specified item of business.
If the holders of the amount of stock necessary to
constitute a quorum shall fail to attend in person or
by proxy at the time and place fixed by these By-Laws
for an annual meeting, or as fixed by notice, as above
provided for a special meeting, a majority in interest
of the Stockholders present, in person or by proxy, may
adjourn from time to time without notice other than
announcement at the meeting until the holders of the
amount of stock requisite to constitute a quorum shall
attend. At any such adjourned meeting at which a
quorum shall be present, any business may be transacted
which might have been transacted at the meeting as
originally notified.
Section 4. Organization: The Chairman of the Board
shall call meetings of the Stockholders to order and
shall act as Chairman of such meetings. In the absence
of the Chairman of the Board, the Vice-Chairman or the
President, or in his absence an Executive Vice
President shall preside: and in the absence of any of
the foregoing officers, the Stockholders present, or
the Board of Directors, may appoint any Stockholder to
act as Chairman of any meeting.
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The Secretary of the Company shall act as Secretary of
all meetings of the Stockholders. In the absence of
the Secretary at any meeting of the Stockholders, the
presiding officer may appoint any person to act as
Secretary of the Meeting.
Section 5. Voting: At each meeting of the
Stockholders, every Stockholder shall be entitled to
vote in person or by proxy appointed by instrument in
writing subscribed by such Stockholder or by his duly
authorized attorney and delivered to the inspectors at
the meeting. The votes for Directors and, upon demand
of any Stockholder, the votes upon any question before
the meeting shall be by ballot.
Section 6. Inspectors: At each annual stated meeting
of the Stockholders for the election of Directors, the
presiding officer of such meeting shall appoint two
persons to act as inspectors, who shall be sworn to
perform their duties in accordance with the laws of the
State of New Jersey, and who shall return a formal
certificate.
Section 7. Nominations of Directors: Nominations for
the election of Directors may be made by the Board of
Directors or by any Stockholder entitled to vote for
the election of Directors. Any Stockholder entitled to
vote for the election of Directors at a meeting or to
express a consent in writing without a meeting may
nominate a person or persons for election as a Director
only if written notice of such Stockholder's intent to
make such nomination is given to the Secretary of the
Company, either by personal delivery or by United
States mail, postage prepaid, not later than (a) with
respect to an election to be held at an annual stated
meeting of Stockholders, 90 days in advance of such
meeting, (b) with respect to an election to be held at
a special meeting of Stockholders for the election of
Directors (to the extent such a special meeting is
permitted under applicable law and the Company's
Certificate of Incorporation), the close of business on
the seventh day following the date on which notice of
such special meeting is first given to Stockholders,
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and (c) in the case of any Stockholder who wishes to
nominate a person or persons for election as a Director
pursuant to consents in writing by Stockholders without
a meeting (to the extent election by such consents is
permitted under applicable law and the Company's
Certificate of Incorporation), 60 days in advance of
the date on which materials soliciting such consents
are first mailed to Stockholders or, if no such
materials are required to be mailed under applicable
law, 60 days in advance of the date on which the first
such consent in writing is executed. Each such notice
shall set forth the name and address of the Stockholder
who intends to make the nomination and of the person or
persons to be nominated for election as a Director; a
representation that the Stockholder is a holder of
record of stock of the Company entitled to vote at such
meeting or to express such consent in writing and
intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the
notice or to execute such a consent in writing to elect
such person or persons as a Director; a description of
all arrangements or understandings between the
Stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to
which the nomination or nominations for election as a
Director are to be made by the Stockholder; such other
information regarding each nominee proposed by such
Stockholder as would have been required to be included
in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission if such
nominee had been nominated, or was intended to be
nominated, for election as a Director by the Board of
Directors; and the consent of each nominee to serve as
a Director of the Company if so elected. The Board of
Directors may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing
procedure.
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ARTICLE II.
BOARD OF DIRECTORS
Section 1. Number and Election: The business and the
property of the Company shall be managed by a Board of
eleven (11) Directors; but the number of Directors may
be altered from time to time by the alteration of these
By-Laws, provided that, as required by the Restated
Certificate of Incorporation, the Board shall never
consist of less than eight (8) members.
As provided in the Restated Certificate of
Incorporation, the Board of Directors shall be divided
into three (3) classes, two consisting of (4) Directors
each and the remaining consisting of three (3)
Directors. At each annual election, the successors to
the Directors of the class whose terms shall expire in
that year shall be elected to hold office for the term
of three (3) years, so that the term of office of one
class of Directors shall expire in each year.
Every Director shall be a holder of at least one (1)
share of the capital stock of the Company. Each
Director shall serve for the term for which he shall
have been elected and until his successor shall have
been duly chosen. No Director, however, shall remain
in office after the last day of the month in which he
shall attain his 72nd birthday.
Notwithstanding the foregoing provisions of this
Section 1, if and as long as the Restated Certificate
of Incorporation provides for the election of
additional Directors by class or classes of stock, such
additional Directors shall be elected in the manner and
for the term provided in the Restated Certificate of
Incorporation.
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Section 2. Vacancies: Subject to any requirements of
the Certificate of Incorporation with respect to the
filling of vacancies among additional Directors elected
by a class or classes of stock, if the office of any
Director becomes vacant, the remaining Directors may,
by a majority vote, elect a successor who shall hold
office until the next succeeding annual meeting of the
Stockholders and until his successor shall have been
elected and qualified.
Section 3. Place of Meetings: The Directors may hold
their meetings and may have an office and keep the
books of the Company (except as otherwise may be
provided for by law) in such place or places in the
State of New Jersey or outside of the State of New
Jersey as the Board from time to time may determine.
Section 4. Regular Meetings: Regular meetings of the
Board of Directors shall be held at such times and
intervals as the Board may from time to time determine.
It shall be the duty of the Secretary to send a notice
to each of the Directors at his address as it appears
on the books of the Company at least two (2) days
before the holding of each regular meeting, but a
failure of the Secretary to send such notice shall not
invalidate any proceedings of the said Board.
Section 5. Special Meetings: Special meetings of the
Board of Directors shall be held whenever called by the
Chairman of the Board or the Vice-Chairman or the
President, or by one-third (1/3) of the Directors for
the time being in office.
The Secretary shall give notice of each special meeting
by mailing the same at least two (2) days before the
meeting, or by telegraphing the same at least one (1)
day before the meeting to each Director, but such
notice may be waived by any Director. At any meeting
at which every Director shall be present, even without
notice, any business may be transacted.
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Section 6. Quorum: Six (6) members of the Board of
Directors, but not less than one-third (1/3) of the
entire Board, shall constitute a quorum for the
transaction of business; but if at any meeting of the
Board there be less than a quorum present, those
present may adjourn the meeting from time to time. At
meetings of the Board of Directors, business shall be
transacted in such order as from time to time the Board
may determine.
Section 7. Director Emeritus: The Board of Directors
may appoint a person who has served with distinction
and who has retired from the Board upon reaching
mandatory retirement as provided herein to the position
of Director Emeritus. A Director Emeritus shall be
invited to attend all meetings of the Board and shall
receive the same compensation as that paid to outside
Directors. While serving as a Director Emeritus, he
shall not be considered a retired director for pension
benefit purposes; however, any pension benefits to
which he may be entitled will commence upon his
cessation of service as a Director Emeritus. He shall
be appointed by the Board for a one-year term and may
be reappointed from time to time by action of the
Board. While the presence of a Director Emeritus at a
Board meeting will not be considered for quorum or
voting purposes, nevertheless, his advice and counsel
on all matters to come before the Board is invited.
ARTICLE III.
COMMITTEES
The Board of Directors may appoint from their number
such standing committees as they deem best and to the
extent permitted by statute may invest them with such
of their own powers as they may deem advisable, subject
to such conditions as they may prescribe.
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ARTICLE IV.
OFFICERS
Section 1. Officers: The executive officers of the
Company shall include a Chairman of the Board of
Directors, President, Treasurer and Secretary and may
also include one or more Vice-Chairmen, Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents,
and such other officers as the Board of Directors shall
deem necessary or otherwise appropriate to elect. The
Chief Executive Officer may hold the title of Chairman
of the Board, or President, or both titles.
The Board of Directors may appoint such other officers
and advisory boards as they shall deem necessary, who
shall have such authority and who shall perform such
duties as from time to time may be prescribed by the
Board of Directors.
Any executive officer elected by the Board of Directors
may be removed at any time with or without cause by the
affirmative vote of two-thirds (2/3) of the entire
Board of Directors.
Any other appointed or elected officer, agent, employee
or member of an advisory board may be removed at any
time with or without cause by affirmative vote of the
Directors or by the Committee or superior officer upon
whom such power of removal may be conferred.
Section 2. Powers and Duties: The Chairman of the
Board shall preside at all meetings of the Board of
Directors and Stockholders. Subject to designation by
the Board of Directors he shall be the Chief Executive
Officer of the Company, and he shall have
responsibility for the active management of the
business of the Company. He may sign and execute
contracts and agreements authorized by the Board,
delegate other officers to do so and may, from time to
time, require from other officers and from employees of
the Company opinions, reports or information upon any
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matter specified by him or generally upon the interests
or affairs of the Company under the supervision of such
officers or employees respectively. He may appoint and
remove assistant officers and other employees and
agents. He may exercise any other powers conferred
upon him by the Board of Directors.
Other officers shall have all the usual and customary
powers and shall perform all the usual and customary
duties incident to their respective offices and, in
addition thereto and to any duties specifically
prescribed by any subsequent provisions of these
By-Laws, they shall respectively perform such other
general or special duties as may from time to time be
assigned to them by the Board of Directors or the Chief
Executive Officer.
The Board of Directors may appoint an officer to act as
Chief Financial Officer of the Company, who shall have
responsibility for the financial affairs of the
Company. He will be responsible for the preparation of
the financial statements of the Company, and such other
duties as from time to time may be assigned to him by
the Board of Directors or the Chief Executive Officer.
The Board of Directors may appoint an officer to act as
General Counsel of the Company, who shall have
responsibility for the legal affairs of the Company.
The Board of Directors may appoint the Comptroller to
be the principal accounting and financial control
officer of the Company.
Securities of other corporations or interests in other
entities held by the Company may be voted by the
Chairman of the Board or by any other person designated
by the Board of Directors or Chief Executive Officer.
Section 3. Term: The executive officers elected by
the Board of Directors shall hold office for one year
or until their successors are elected and qualify. The
Chairman, and any Vice-Chairman, shall be elected by
the Directors from among their own number. One person
may hold more than one office.
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ARTICLE V.
BILLS, NOTES, AND CHECKS
All bills, notes, checks or other negotiable
instruments of the Company shall be made in the name of
the Company and shall be signed by two executive
officers or by any two persons duly authorized by the
Board of Directors. No officers or agents of the
Company, either singly or together shall have power to
make any bill, note or check or other negotiable
instrument in the name of the Company to bind the
Company thereby, except as in this Article prescribed
and provided.
No officer or agent of this Company shall have power to
endorse in the name, for or in behalf of the Company,
any note, bill of exchange, draft, check or other
written instrument for the payment of money, save only
for purposes of the discount or the collection of the
said instrument, unless thereunto duly and specially
authorized by the vote of the Directors of this Company
entered on the minutes of said Board.
ARTICLE VI.
CAPITAL STOCK
Section 1. Certificates for Shares: The certificates
for shares of the capital stock of the Company shall be
in such form not inconsistent with the Certificate of
Incorporation as shall be prepared or be approved by
the Board of Directors. The certificates shall be
signed by or bear thereon the facsimile signature of
the Chairman, the Vice-Chairman, President, or an
Executive Vice President, or a Vice President, and also
be signed by or bear thereon the facsimile signature of
the Treasurer or an Assistant Treasurer. The
certificates shall be consecutively numbered. The name
of the person owning the shares represented thereby,
with the number of such shares and the date of issue,
shall be entered in the Company's books.
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Section 2. Transfers: Shares of the capital stock of
the Company shall be transferred only on the books of
the Company by the holder thereof in person or by his
attorney, upon surrender of the certificate or
certificates properly endorsed. The Board of Directors
shall have power and authority to make all such rules
and regulations as it may deem expedient concerning the
issue, transfer and registration of certificates for
shares of the capital stock of the Company. The Board
of Directors may appoint Transfer Agents and Stock
Registrars and may require all stock certificates to
bear the signatures of such a Transfer Agent and of
such a Registrar of Transfers, or any of them.
The stock transfer books may be closed for such period
next preceding any Stockholders' meeting, or the
payment of dividends as the Board of Directors may from
time to time determine, and during such period no stock
shall be transferable.
The Board of Directors may also fix in advance a date
not more than 60 nor less than 10 days preceding the
date of any meeting of Stockholders, nor more than 60
days preceding the date for the payment of any dividend
on the Common Stock or any series of Preference Stock,
or the date for allotment of rights, or the date when
any change or conversion or exchange of capital stock
shall go into effect, as a record date for the
determination of the Stockholders entitled to notice of
and to vote at any such meeting, or entitled to receive
payment of any such dividend, or any such allotment of
rights, or to exercise the rights in respect to any
such change, conversion or exchange of capital stock.
In such cases only Stockholders of record on the date
so fixed shall be entitled to such notice of and vote
at such meeting, or to receive payment of such
dividend, or allotment of rights, or to exercise such
rights, as the case may be, and notwithstanding any
transfer of any stock on the books of the Company after
any such record date fixed as aforesaid.
Section 3. Lost Stock Certificates: In case any stock
certificate shall be lost, the Board of Directors may
order a new certificate to be issued in its place upon
receiving such proof of loss and such security therefor
as may be satisfactory to it.
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ARTICLE VII.
THE CORPORATE SEAL
The Corporate Seal of the Company shall consist of a
circle formed by the words "Ingersoll-Rand Company" and
the letters "N. J." with the words "Corporate Seal" and
the figures "1905" in the center.
The Seal shall be attested by the signature of the
Secretary or the Assistant Secretary or of the
Treasurer or the Assistant Treasurer.
When authorized by the Board of Directors, the
Secretary shall affix the Seal, or cause it to be
affixed, to all documents executed on behalf of the
Company. The Board of Directors may also specifically
or generally authorize other persons to affix the Seal.
ARTICLE VIII.
REACQUIRED SHARES
When shares of the Company are reacquired by the
Company by purchase, by redemption or by their
conversion into other shares of the Company, such
shares shall be treated by the Company as treasury
shares, unless and to the extent the Board of Directors
determines at any time that any such shares shall be
cancelled.
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ARTICLE IX.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 1. Right to Indemnification: Each person who
was or is made a party or is threatened to be made a
party to or is involved in any pending, threatened or
completed civil, criminal, administrative or
arbitrative action, suit or proceeding, or any appeal
therein or any inquiry or investigation which could
lead to such action, suit or proceeding ("proceeding"),
by reason of his or her being or having been a Director
or officer of the Company or of any constituent
corporation absorbed by the Company in a consolidation
or merger, or by reason of his or her being or having
been a Director, officer, trustee, employee or agent of
any other corporation (domestic or foreign) or of any
partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise (whether or
not for profit), serving as such at the request of the
Company or of any such constituent corporation, or the
legal representative of any such Director, officer,
trustee, employee or agent, shall be indemnified and
held harmless by the Company to the fullest extent
permitted by the New Jersey Business Corporation Act,
as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that
such amendment permits the Company to provide broader
indemnification rights than said Act permitted prior to
such amendment), from and against any and all
reasonable costs, disbursements and attorneys' fees,
and any and all amounts paid or incurred in
satisfaction of settlements, judgments, fines and
penalties, incurred or suffered in connection with any
such proceeding, and such indemnification shall
continue as to a person who has ceased to be a
Director, officer, trustee, employee or agent and shall
inure to the benefit of his or her heirs, executors,
administrators and assigns; provided, however, that
there shall be no indemnification hereunder with
respect to any settlement or other nonadjudicated
disposition of any proceeding unless the Company has
given its prior consent to such settlement or
disposition. The right to indemnification conferred in
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this Section 1 shall be a contract right and shall
include the right to be paid by the Company the
expenses incurred in connection with any proceeding in
advance of the final disposition of such proceeding as
authorized by the Board of Directors; provided,
however, that, if the New Jersey Business Corporation
Act so requires, the payment of such expenses incurred
by a Director or officer in his or her capacity as a
Director or officer in advance of the final disposition
of a proceeding shall be made only upon receipt by the
Company of an undertaking, by or on behalf of such
Director or officer, to repay all amounts so advanced
if it shall ultimately be determined that such Director
or officer is not entitled to be indemnified under this
Section 1 or otherwise. The Company may, by action of
its Board of Directors, provide for indemnification and
advancement of expenses to employees and agents of the
Company with the same scope and effect as the foregoing
indemnification of Directors and officers.
Section 2. Right of Claimant to Bring Suit: If a
claim under Section 1 of this Article IX is not paid in
full by the Company within thirty days after a written
request has been received by the Company, the claimant
may at any time thereafter apply to a court for an
award of indemnification by the Company for the unpaid
amount of the claim and, if successful on the merits or
otherwise in connection with any proceeding, or in the
defense of any claim, issue or matter therein, the
claimant shall be entitled also to be paid by the
Company any and all expenses incurred or suffered in
connection with such proceeding. It shall be a defense
to any such action (other than an action brought to
enforce a claim for the advancement of expenses
incurred in connection with any proceeding where the
required undertaking, if any, has been tendered to the
Company) that the claimant has not met the standard of
conduct which makes it permissible under the New Jersey
Business Corporation Act for the Company to indemnify
the claimant for the amount claimed, but the burden of
proving such defense shall be on the Company. Neither
the failure of the Company (including its Board of
Directors, independent legal counsel or its
stockholders) to have made a determination prior to the
commencement of such proceeding that indemnification of
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the claimant is proper in the circumstances because he
or she has met the applicable standard of conduct set
forth in the New Jersey Business Corporation Act, nor
an actual determination by the Company (including its
Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met such
applicable standard of conduct, nor the termination of
any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its
equivalent, shall be a defense to the action or create
a presumption that the claimant has not met the
applicable standard of conduct.
Section 3. Non-Exclusivity of Rights: The right to
indemnification and advancement of expenses provided by
or granted pursuant to this Article IX shall not
exclude or be exclusive of any other rights, including
the right to be indemnified against any and all
reasonable costs, disbursements and attorneys' fees,
and any and all amounts paid or incurred in
satisfaction of settlements, judgments, fines and
penalties incurred or suffered in proceedings by or in
the right of the Company, to which any person may be
entitled under a certificate of incorporation, by-law,
agreement, vote of stockholders, or otherwise, provided
that no indemnification shall be made to or on behalf
of any person if a judgment or other final adjudication
adverse to such person establishes that such person has
not met the applicable standard of conduct required to
be met under the New Jersey Business Corporation Act.
ARTICLE X.
AMENDMENTS
The Board of Directors may, by a majority vote of the
entire Board, make By-Laws and from time to time alter,
amend or repeal any By-Law, but any By-Law made by the
Board of Directors may be altered or repealed by the
Stockholders at any annual or special meeting. Notice
of such proposed alteration, amendment or repeal of any
By-Law shall be included in the notice of the meeting
of the Directors or Stockholders.
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ARTICLE XI.
AUDITORS
The Board of Directors may appoint a firm of certified
public accountants to audit the books and accounts of
the Company for the calendar year in which such
appointment is made.
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