EXHIBIT 3
BY-LAWS
OF
KIMBERLY-CLARK CORPORATION
As Amended
JUNE 8, 1995
With excerpts from the emergency provisions of
the Delaware General Corporation Law appended
Table of Contents*
Table of Contents* -- (Continued)
Page
Capital Stock
1. Certificates 1
2. Record Ownership 1
3. Transfer 1
4. Lost Certificates 1
5. Transfer Agent; Registrar 1
6. Record Date; Closing Transfer Books 2
Meetings of Stockholders
7. Annual 2
8. Special 2
9. Notice 2
10. Quorum 2
11. Conduct of Meetings 3
12. Voting 4
13. Inspectors of Election 4
14. List of Stockholders 4
Board of Directors
15. Resignation 5
16. Annual Meeting 5
17. Regular Meetings 5
18. Special Meetings 5
19. Telephonic Meetings 5
20. Quorum 5
21. Action Without Meeting 6
22. Organization 6
23. Compensation 6
Committees of the Board
24. Standing and Other Committees 6
25. Procedure 6
26. Audit Committee 6
27. Compensation Committee 7
28. Executive Committee 7
29. Nominating Committee 7
30. Alternates; Vacancies in Committees 7
Officers
31. Designation; Election; Qualification; Term 8
32. Duties 8
33. Resignation; Removal; Vacancies 8
34. Chief Executive Officer 8
35. Chairman of the Board, Vice Chairman of the Board
and President 9
36. Vice Presidents 9
37. Chief Financial Officer 9
38. Controller 9
39. Secretary 10
40. Treasurer 10
Miscellaneous
41. Offices 11
42. Seal 11
43. Fiscal Year 11
44. Annual Report 11
45. Indemnification of Directors and Officers 11
46. Reliance on Records 12
47. Inspection of Books 12
48. Transactions with the Corporation 13
49. Ratification 13
50. Voting of Stocks 13
51. Notice 13
52. Waiver of Notice 14
53. Dispensing with Notice 14
54. Amendments 14
Emergency Provisions from Section 110 Delaware General
Corporation Law 14
* This Table of Contents has not been adopted by the
Board of Directors as part of the By-Laws of the
Corporation, but is provided solely for the convenience
of the reader.
BY-LAWS
OF
KIMBERLY-CLARK CORPORATION
As Amended Through June 8, 1995
Note: For convenience, the masculine has been used in
these By-Laws with the intention that it include the
feminine as well.
CAPITAL STOCK
1. Certificates
Every stockholder shall be entitled to have a
certificate in such form as the Board shall from time
to time approve, signed by the Chairman of the Board,
a Vice Chairman of the Board, the President or a Vice
President and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, certifying the
number of shares owned by him. Any of or all the
signatures on the certificate and the corporate seal
may be facsimiles. In case any officer, transfer agent,
or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the date of
issue. While the corporation is authorized to issue
more than one class of stock or more than one series
of any class, there shall be set forth on the face or
back of each certificate issued a statement that the
corporation will furnish without charge to each
stockholder who so requests the powers, designations,
preferences and relative, participating, optional or
other special rights of each class of stock or series
thereof of the corporation and the qualifications,
limitations or restrictions of such preferences and/or
rights.
2. Record Ownership
The name and address of the holder of each
certificate, the number of shares represented thereby,
and the date of issuance thereof shall be recorded in
the corporation's books and records. The corporation
shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof, and
accordingly shall not be bound to recognize any
equitable or other claim to or interest in any share
on the part of any other person, whether or not it
shall have express or other notice thereof, except as
required by law.
3. Transfer
Transfer of stock shall be made on the books of the
corporation only by direction of the person named in
the certificate or his attorney, lawfully constituted
in writing, and only upon the surrender for
cancellation of the certificate therefor and a written
assignment of the shares evidenced thereby.
4. Lost Certificates
Any person claiming a stock certificate in lieu of
one lost or destroyed shall give the corporation an
affidavit as to his ownership of the certificate and
of the facts which go to prove its loss or destruction.
He shall also, if required by the Board, give the
corporation a bond or other indemnification, in such
form as may be approved by the Board, sufficient to
indemnify the corporation against any claim that may
be made against it on account of the alleged loss of
the certificate or the issuance of a new certificate.
5. Transfer Agent; Registrar
The corporation shall maintain one or more transfer
offices or agencies, each in charge of a transfer agent
designated by the Board, where the shares of stock of
the corporation shall be transferable. The corporation
shall also maintain one or more registry offices, each
in charge of a registrar designated by the Board, where
such shares of stock shall be registered. The same
entity may be both transfer agent and registrar.
6. Record Date; Closing Transfer Books
So that the corporation may determine the
stockholders entitled to notice of or to vote at any
meeting of stockholders, or any adjournment thereof,
or entitled to express consent to corporate action in
writing without a meeting as provided in Article VI of
the Certificate of Incorporation, or entitled to
receive payment of any dividend or other distribution
or allotment of rights, or entitled to exercise any
rights in respect of any change, conversion or exchange
of capital stock, or for the purpose of any other
lawful action, the Board may fix a record date which
record date shall not precede the date upon which the
resolution fixing the record date is adopted by the
Board and which record date shall not be more than
sixty days nor less than ten days before the date of
such meeting, nor more than ten days from the date upon
which the resolution fixing the record date is adopted
by the Board in the case of a determination of the
stockholders entitled to express consent to corporate
action without a meeting, nor more than sixty days
before any other action, and only such stockholders as
shall be stockholders of record on the date so fixed
shall be entitled to such notice of and to vote at such
meeting, or to give such consent, or to receive such
dividend or other distribution or allotment of rights,
or to exercise such rights, or to take such other
lawful action, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid. A
determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for
the adjourned meeting.
MEETINGS OF STOCKHOLDERS
7. Annual
The annual meeting of stockholders for the election
of directors and the transaction of such other business
as may properly be brought before the meeting shall be
held on the third Thursday in April in each year, or
on such other day, which shall not be a legal holiday,
as shall be determined by the Board. The annual meeting
shall be held at such place and hour, within or without
the State of Delaware, as shall be determined by the
Board. The day, place and hour of each annual meeting
shall be specified in the notice of the annual meeting.
The meeting may be adjourned by the chairman of the
meeting from time to time and place to place. At any
adjourned meeting the corporation may transact any
business which might have been transacted at the
original meeting. In accordance with the provisions of
applicable law, the Board acting by resolution may
postpone and reschedule any previously scheduled annual
meeting of stockholders.
8. Special
Special meetings shall be held at such place, within
or without the State of Delaware, as may from time to
time be fixed consistent with the provisions of Article
VI of the Certificate of Incorporation. In the event
no such place has been fixed, special meetings shall
be held at the offices of the corporation located in
Dallas County, Texas. The meeting may be adjourned by
the chairman of the meeting from time to time and place
to place. At any adjourned meeting the corporation may
transact any business which might have been transacted
at the original meeting. In accordance with the
provisions of applicable law, the Board acting by
resolution may postpone and reschedule any previously
scheduled special meeting of stockholders.
9. Notice
Written notice of every meeting of stockholders,
stating the place, day, hour and purposes thereof,
shall, except when otherwise required by law, be mailed
at least ten, but not more than sixty days before such
meeting to each stockholder of record entitled to vote
thereat.
10. Quorum
The holders of a majority of the voting power of the
issued and outstanding shares of capital stock of the
corporation entitled to vote, present in person or
represented by proxy, shall constitute a quorum at any
meeting, except as otherwise required by law. In the
event of lack of a quorum, the chairman of the meeting
or a majority of the voting power of the shares of
capital stock present in person or represented by proxy
may adjourn the meeting from time to time without
notice other than announcement at the meeting, until
a quorum shall be obtained. At any such adjourned
meeting at which there is a quorum, any business may
be transacted which might have been transacted at the
meeting originally called. The stockholders present at
a duly called meeting at which a quorum is present may
continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders
to leave less than a quorum.
11. Conduct of Meetings
(a) The Chief Executive Officer, or in his absence
such other officer as may be designated by the Board,
shall be the chairman at stockholders' meetings. The
Secretary of the corporation shall be the secretary at
stockholders' meetings but in his absence the chairman
of the meeting may appoint a secretary for the meeting.
The opening and closing of the polls for matters upon
which the stockholders will vote at a meeting shall be
announced at the meeting by the chairman of the
meeting. The Board may, to the extent not prohibited
by law, adopt by resolution such rules and regulations
for the conduct of the meeting of stockholders as it
shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted
by the Board, the chairman of any meeting of
stockholders shall have the right and authority to
prescribe such rules, regulations or procedures and to
do all acts as, in the judgment of the chairman, are
appropriate for the proper conduct of the meeting. Such
rules, regulations or procedures, whether adopted by
the Board or prescribed by the chairman of the meeting,
may to the extent not prohibited by law include,
without limitation, the following: (i) the
establishment of an agenda or order of business for the
meeting; (ii) rules and procedures for maintaining
order at the meeting and the safety of those present;
(iii) limitations on attendance at or participation in
the meeting to stockholders of record of the
corporation, their duly authorized and constituted
proxies (which shall be reasonable in number) or such
other persons as the chairman of the meeting shall
determine; (iv) restrictions on entry to the meeting
after the time fixed for the commencement thereof; and
(v) limitations on the time allotted to questions or
comments by participants.
(b) At a meeting of the stockholders, only such
business shall be conducted as shall have been properly
brought before the meeting in accordance with these By-
Laws. To be properly brought before a meeting, business
must (a) be specified in the notice of the meeting (or
any supplement thereto) given by or at the direction
of the Board, (b) otherwise properly be brought before
the meeting by or at the direction of the Board, or (c)
otherwise (i) properly be requested to be brought
before the meeting by a stockholder of record entitled
to vote in the election of directors generally, and
(ii) constitute a proper subject to be brought before
such meeting. For business to be properly requested to
be brought before an annual meeting of stockholders by
a stockholder of record, any stockholder who intends
to bring any matter (other than in connection with the
election of directors) before an annual meeting of
stockholders and is entitled to vote on such matter
must deliver written notice of such stockholder's
intent to bring the matter before the annual meeting
of stockholders, either by personal delivery or by
United States mail, postage prepaid, to the Secretary
of the corporation. Such notice must be received by the
Secretary not less than 75 days nor more than 100 days
prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more
than 30 days or delayed by more than 60 days from such
anniversary date, notice by the stockholder to be
timely must be so delivered not earlier than the close
of business on the 100th day prior to such annual
meeting and not later than the close of business on the
later of the 75th day prior to such annual meeting or
the 10th day following the day on which public
announcement of the date of such meeting is first made.
In no event shall the public announcement of an
adjournment of an annual meeting commence a new time
period for the giving of a stockholder notice as
described above. For purposes of this By-Law 11,
"public announcement" shall mean the date disclosure
of the date of the meeting of stockholders is first
made in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news
service, or in a document publicly filed by the
corporation with the Securities and Exchange Commission
pursuant to Sections 13, 14, or 15(d) of the Securities
Exchange Act of 1934, as amended. Only such business
shall be conducted at a special meeting of stockholders
as shall have been brought before the meeting pursuant
to the corporation's notice of meeting.
A stockholder's notice to the Secretary required by
this By-Law 11 shall set forth as to each matter the
stockholder proposes to bring before the meeting of
stockholders: (i) a brief description of the business
to be brought before the meeting and the reasons for
conducting such business at the meeting; (ii) the name
and address of the stockholder intending to propose
such business; (iii) the number of shares of stock of
the corporation beneficially held, either personally
or in concert with others, by the stockholder, and a
representation that the stockholder is a holder of
stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at
the meeting to present such proposal; and (iv) any
material interest of the stockholder in such business.
No business shall be conducted at a meeting of
stockholders except in accordance with the procedures
set forth in this By-Law 11. The chairman of the
meeting shall, if the facts warrant, determine and
declare to the meeting that the business was not
properly brought before the meeting in accordance with
the provisions hereof and, if he should so determine,
he shall so declare to the meeting that any such
business not properly brought before the meeting shall
not be transacted.
12. Voting
Except as otherwise provided in the Certificate of
Incorporation, at each meeting of the stockholders,
each holder of shares entitled to vote at such meeting
shall, as to all matters in respect of which such
shares have voting rights, be entitled to one vote in
person or by written proxy for each share held of
record by him. No vote upon any matter, except the
election of directors or the amendment of the
Certificate of Incorporation, is required to be by
ballot unless demanded by the holders of at least 10%
of the voting power of the shares of capital stock
represented and entitled to vote at the meeting. All
motions to introduce a matter for a vote by the
stockholders at a meeting thereof, except for
nominations for election as directors recommended by
the Nominating Committee and approved by the Board,
shall be seconded prior to a vote thereon by the
stockholders.
A stockholder may authorize another person or
persons to act for him as proxy by transmitting or
authorizing the transmission of a telegram, cablegram,
or other means of electronic transmission to the person
who will be the holder of the proxy or to a proxy
solicitation firm, proxy support service organization
or like agent duly authorized by the person who will
be the holder of the proxy to receive such
transmission, provided that any such telegram,
cablegram or other means of electronic transmission
must either set forth or be submitted with information
from which it can be determined that the telegram,
cablegram or other electronic transmission was
authorized by the stockholder.
The date and time of the opening and closing of the
polls for each matter upon which the stockholders will
vote at a meeting shall be announced at the meeting.
No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls. All
elections and questions shall be decided by plurality
vote, except as otherwise required by the laws of
Delaware or the Certificate of Incorporation.
13. Inspectors of Election
The Chief Executive Officer shall, in advance of any
meeting of stockholders, appoint one or more inspectors
to act at the meeting and make a written report
thereof. He may designate one or more persons as
alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at
a meeting of stockholders, the chairman of the meeting
shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with
strict impartiality and according to the best of his
ability.
The inspectors shall (i) ascertain the number of
shares outstanding and the voting power of each, (ii)
determine the number of shares represented at a meeting
and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for
a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors,
and (v) certify their determination of the number of
shares represented at the meeting, and their count of
all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the
inspectors in the performance of the duties of the
inspectors. The inspectors shall determine the validity
of and count the proxies and ballots in accordance with
applicable law.
14. List of Stockholders
A complete list of the stockholders entitled to vote
at stockholders' meetings (arranged in alphabetical
order and showing the address of each stockholder and
the number of shares registered in the name of each
stockholder) shall be prepared by the Secretary and
filed at least ten days prior to each meeting, either
at a place specified in the notice of such meeting
within the city or town where such meeting is to be
held, or if no such place is specified, at the place
where such meeting is to be held. Such list shall be
open to the examination of any stockholder for any
purpose germane to the meeting, and shall be produced
and kept at the time and place of such meeting during
the whole time thereof, and subject to the inspection
of any stockholder who may be present. The original or
duplicate stock ledger shall be the only evidence as
to who are stockholders entitled to inspect such list.
BOARD OF DIRECTORS
15. Resignation
A director may resign at any time by giving written
notice to the corporation, addressed to the Chief
Executive Officer or the Secretary. Such resignation
shall take effect at the date of receipt of such notice
or at any later time specified therein. Acceptance of
a resignation shall not be necessary to make it
effective unless otherwise stated in the notice.
16. Annual Meeting
A meeting of the Board, to be known as the annual
Board meeting, shall be held without call or notice
immediately after and at the same general place as the
annual meeting of the stockholders. The annual Board
meeting shall be held for the purpose of organizing the
Board, electing officers, and transacting any other
business that may properly come before the meeting.
17. Regular Meetings
Regular meetings of the Board may be held without
call or notice at such place and at such time as shall
be fixed by the Board.
18. Special Meetings
Special meetings of the Board may be called by the
Chief Executive Officer, and shall be called by the
Secretary upon the request in writing of not less than
two of the directors then in office. Special meetings
of the Board may be held at such place and at such time
as shall be designated in the call thereof. Notice of
special meetings of the Board shall either be mailed
by the Chief Executive Officer or the Secretary to each
director at least three days before the meeting, or
served upon, or sent by electronic means by the Chief
Executive Officer or the Secretary to, each director
at least one day before the meeting, but during an
emergency as defined in By-Law 20, notice may be given
only to such of the directors as it may be feasible to
reach at the time and by such means as may be feasible
at the time, including publications or private or
public electronic means. Unless required by law, the
notice need not state the purposes of the meeting.
19. Telephonic Meetings
Members of the Board or any committee designated by
the Board may participate in a meeting of such Board
or committee by means of conference telephone or
similar communications equipment by means of which all
persons participating in the meeting can hear each
other, and such participation shall constitute presence
in person at such meeting.
20. Quorum
Except during the existence of an emergency and
except as otherwise provided in these By-Laws or in the
Certificate of Incorporation, one-third of the total
number of directors, as fixed pursuant to Section (2)
of Article VIII of the Certificate of Incorporation,
shall constitute a quorum for the transaction of
business. During the existence of an emergency, three
directors shall constitute a quorum for the transaction
of business. To the extent required to constitute a
quorum at any meeting of the Board during an emergency,
the officers of the corporation who are present shall
be deemed, in order of rank and within the same rank
in order of seniority, directors for such meeting.
Subject to the provisions of the Certificate of
Incorporation, the action of the majority of directors
present at a meeting at which a quorum is present shall
be the act of the Board. In the event of lack of a
quorum, a majority of the directors present may adjourn
the meeting from time to time without notice other than
announcement at the meeting until a quorum shall be
obtained. At any such adjourned meeting at which there
is a quorum, any business may be transacted which might
have been transacted at the meeting originally called.
An ``emergency" for the purpose of these By-Laws
shall be any emergency resulting from an attack on the
United States or on a locality in which the corporation
conducts its business or customarily holds meetings of
its Board or its stockholders, or during any nuclear
or atomic disaster, or during the existence of any
catastrophe, or
other similar emergency condition, as a result of which
a quorum of the Board or a standing committee thereof
cannot readily be convened for action.
21. Action Without Meeting
Any action required or permitted to be taken at any
meeting of the Board may be taken without a meeting if
all members of the Board consent thereto in writing and
such written consent is filed with the minutes of the
proceedings of the Board.
22. Organization
The Chairman of the Board, or in his absence the
Chief Executive Officer, or in his absence a director
chosen by the directors present, shall act as chairman
at meetings of the Board. The Secretary of the
corporation shall act as secretary at meetings of the
Board but in his absence the chairman of the meeting
may appoint a secretary for the meeting.
23. Compensation
The compensation of directors for services as
directors and as members of committees of the Board
shall be as fixed by the Board from time to time. The
compensation, if any, of the directors need not be
uniform as between directors and the compensation, if
any, of the members of the committees of the Board need
not be uniform either as between members of a committee
or as between committees. The Board shall provide for
reimbursing the directors for expenses incurred in
attending meetings of the Board or committees thereof.
Any director may also serve the corporation in any
other capacity and receive compensation, including fees
and expenses, for such service.
COMMITTEES OF THE BOARD
24. Standing and Other Committees
The directors shall from time to time designate, by
resolution passed by a majority of the entire Board of
Directors (as defined in Section (2) of Article VIII
of the Certificate of Incorporation), an Audit
Committee, a Compensation Committee, an Executive
Committee and a Nominating Committee, each of which
shall have and may exercise the powers of the Board in
the direction of the business and affairs of the
corporation in respect to the matters and to the extent
hereinafter set forth, subject to the power of the
Board to assign from time to time to any such
committees or to any other committees such powers in
respect to specific matters as the Board may deem
desirable. These four committees shall be the standing
committees of the corporation. The Board may, by
resolution passed by a majority of the entire Board of
Directors, designate such other committees as it from
time to time may deem appropriate; no such committee
shall consist of fewer than two directors, and the
powers of each such committee shall be limited to those
specified in the resolution designating the committee.
25. Procedure
Each committee shall fix its own rules of procedure
and shall meet where and as provided by such rules, but
the presence of a majority shall be necessary to
constitute a quorum, unless otherwise provided by these
By-Laws. Each committee shall keep minutes of its
meetings. Any action required or permitted to be taken
at any meeting of any committee may be taken without
a meeting if all the members consent thereto in writing
and such written consent is filed with the minutes of
the proceedings of such committee. All action by each
committee shall be reported to the Board.
26. Audit Committee
The Audit Committee shall consist of three or more
members. The Board shall select the members of the
Audit Committee from among the directors who are not
officers or employees of the corporation and shall
designate the Chairman of the Committee. The Audit
Committee shall, with respect to the corporation and
the other entities as to which the corporation has
power to select and engage auditors, select and engage
independent public
accountants to audit books, records and accounts,
determine the scope of audits to be made by the
auditors and establish policy in connection with
internal audit programs and the scope thereof, and
shall perform such other duties as the Board may from
time to time prescribe.
27. Compensation Committee
The Compensation Committee shall consist of three
or more members. The Board shall select the members of
the Compensation Committee from among the directors who
are not, and have not been for at least one year prior
to selection, officers or employees of the corporation
and shall designate the Chairman of the Committee. The
Compensation Committee shall constitute the Stock
Option Committee provided for under any stock option
plan of the corporation. It shall from time to time fix
the compensation of employees who are directors of the
corporation and, in consultation with the Chief
Executive Officer, the compensation of officers of the
corporation who are elected by the Board. It shall
review and make recommendations to the Board from time
to time with respect to the compensation of directors
pursuant to By-Law 23.
28. Executive Committee
The Executive Committee shall consist of three or
more members including, by virtue of his office, the
Chief Executive Officer. The Board shall select the
other members of the Committee from among the directors
and shall designate the Chairman thereof.
The Executive Committee, when the Board is not in
session, shall have and may exercise all of the powers
of the Board to direct the business and the affairs of
the corporation, including but not limited to the power
to declare dividends and to authorize the issuance of
stock, except the powers hereinafter in these By-Laws
assigned to any other standing committee and except to
the extent, if any, that the authority of the Committee
may be limited in any respect by law, by the
Certificate of Incorporation or by these By-Laws.
29. Nominating Committee
The Nominating Committee shall consist of three or
more members. The Board shall select the members of the
Nominating Committee from among the directors who
(except in the case of the Chairman of the Board) are
not officers or employees of the corporation. The
Nominating Committee shall have the power to: propose
and consider suggestions as to candidates for
membership on the Board; periodically recommend to the
Board candidates for vacancies on the Board due to
resignations or retirements or due to such standards
for composition of Board membership as may from time
to time legally prevail; review and recommend to the
Board such modifications to the prevailing Board of
Directors retirement policy as may be deemed
appropriate in light of contemporary standards; and
propose to the Board on or before March 1 of each year
a slate of directors for submission to the stockholders
at the annual meeting.
30. Alternates; Vacancies in Committees
The Board may designate one or more directors as
alternate members of any committee. Alternate members
shall serve, in the order in which the Board shall
determine, when one or more members of the committee
shall be absent or disqualified. Alternate members may
attend committee meetings as observers, without the
right to vote when all members are present; when fewer
than all are present, only an alternate member serving
in the place of an absent or disqualified member shall
have the right to vote. If no alternate is available,
the committee member or members thereof present at any
meeting and not disqualified from voting, whether or
not he or they constitute a quorum, may unanimously
appoint another member of the Board to act at the
meeting in place of any absent or disqualified member.
All members of all committees (including Chairmen)
shall serve at the pleasure of the Board.
OFFICERS
31. Designation; Election; Qualification; Term
Each year at the annual Board meeting the directors
shall elect a Chairman of the Board, a Chief Executive
Officer, a Secretary and a Treasurer. From time to time
the Board may also elect or appoint a Vice Chairman of
the Board or Vice Chairmen of the Board, a President,
such Executive, Senior or other Vice Presidents as it
may deem appropriate, a Chief Financial Officer, and
such other officers, including a Controller, Assistant
Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Assistant Controllers, as it may deem
appropriate. The Chief Executive Officer may appoint
any officers of the corporation not required to be
elected by the Board, as he may deem appropriate. The
Chairman of the Board, the Chief Executive Officer, and
any Vice Chairman of the Board must be directors; no
other officer need be a director. Any number of offices
may be held by the same person. The term of each
officer, whenever elected or appointed, shall be until
the election or appointment (as the case may be) and
qualification of his successor or until his earlier
resignation or removal.
32. Duties
The officers shall have such powers and perform such
duties as are prescribed in these By-Laws, or, in the
case of an officer whose powers and duties are not so
prescribed, as may be assigned by the Board or
delegated by or through the Chief Executive Officer.
33. Resignation; Removal; Vacancies
Any officer may resign at any time by giving notice
to the corporation addressed to the Chief Executive
Officer or the Secretary. Such resignation shall take
effect at the date of the receipt of such notice or at
any later time specified therein. Acceptance of a
resignation shall not be necessary to make it effective
unless otherwise stated in the notice. Any officer may
be removed by the Board at any time with or without
cause. Any appointed officer may be removed by the
Chief Executive Officer at any time with or without
cause. A vacancy in any office may be filled by the
Board, and a vacancy in any appointed office may be
filled by the Chief Executive Officer, for the
unexpired portion of the term.
34. Chief Executive Officer
The Chief Executive Officer of the corporation shall
be elected by the Board. Subject to the Board, he shall
be in general and active charge, control and
supervision over the management and direction of the
business, property and affairs of the corporation. He
shall keep the Board fully informed, and shall freely
consult it, concerning the business of the corporation
in his charge.
He shall, subject to these By-Laws, have authority
to:
(i) appoint or approve the appointment of employees
to various posts and positions in the corporation
bearing titles designated or approved by him and to
prescribe their authority and duties, which may include
the authority to appoint subordinates to various other
posts and positions; and
(ii) remove or approve the removal of employees so
appointed; and
(iii) sign, execute and acknowledge, on behalf of
the corporation, all deeds, mortgages, bonds, notes,
debentures, stock certificates, contracts, including
contracts of guaranty and suretyship, leases, reports
and other documents and instruments, except where the
signing or execution thereof by some other officer or
employee of the corporation shall be expressly
authorized and directed by law, or by the Board, or by
these By-Laws. Unless otherwise provided by law, or by
these By-Laws, or by the Board, he may authorize in a
writing filed with the Secretary, any officer,
employee, or agent of the corporation to sign, execute
and acknowledge, on behalf of the corporation and in
his place and stead, any or all such documents and
instruments.
He shall have such other authority and perform such
other duties as are incident to the office of Chief
Executive Officer and as may be prescribed from time
to time by the Board and these By-Laws.
In the absence or disability of the Chief Executive
Officer, or in case of an unfilled vacancy in that
office, until such time as the Board shall elect his
successor, his duties shall be performed and his powers
shall be exercised by other elected officers of the
corporation who are also directors (unless none are
directors) in the order in which such officers were
listed in their respective elections.
35. Chairman of the Board, Vice Chairman of the Board
and President
The Chairman of the Board, any Vice Chairman of the
Board and the President, each acting alone, shall have
authority to sign, execute and acknowledge on behalf
of the corporation, all deeds, mortgages, bonds, notes,
debentures, stock certificates, contracts, including
contracts of guaranty and suretyship, leases, reports
and other documents and instruments, except where the
signing or execution thereof by some other officer or
employee shall be expressly authorized and directed by
law, or by the Board, or by the Chief Executive Officer
or by these By-Laws. Each shall have such additional
powers and perform such additional duties as may be
assigned to him by the Board or as may be delegated to
him by the Chief Executive Officer.
36. Vice Presidents
Each Vice President shall have such powers and
perform such duties as may be assigned to him by the
Board or as may be delegated to him by the Chief
Executive Officer.
Each Executive Vice President shall have authority
to sign, execute and acknowledge on behalf of the
corporation, all deeds, mortgages, bonds, notes,
debentures, contracts, including contracts of guaranty
and suretyship, leases, reports and other documents and
instruments, except where the signing or execution
thereof by some other officer or employee shall be
expressly authorized and directed by law, or by the
Board, or by the Chief Executive Officer, or by these
By-Laws.
37. Chief Financial Officer
The Chief Financial Officer shall:
(i) be the principal financial officer of the
corporation and have responsibility for all financial
affairs of the corporation; and
(ii) protect the cash, securities, receivables and
other financial resources of the corporation, have
responsibility for investment, receipt, custody and
disbursement of such resources, and establish policies
for granting credit to customers; and
(iii) maintain the creditworthiness of the
corporation; and
(iv) negotiate and procure capital required by the
corporation, including long-term debt and equity,
maintain adequate sources for the corporation's short-
term financing requirements and maintain banking
relationships; and
(v) administer the accounting policies of the
corporation and the internal controls with respect to
its financial affairs; and
(vi) supervise the corporation's books of account,
and have access to all records, including the
Secretary's records; and
(vii) in general, have such other powers and perform
such other duties as may be assigned from time to time
by the Board or by or through the Chief Executive
Officer.
38. Controller
The Controller shall:
(i) be the principal accounting officer of the
corporation; and
(ii) have custody and charge of the corporation's
books of account, and have access to all records,
including the Secretary's and the Treasurer's records,
for purpose of obtaining information necessary to
verify or complete the records of the Controller's
office; and
(iii) implement the policies for granting credit to
customers; and
(iv) implement the internal controls with respect
to the financial affairs of the corporation; and
(v) have the responsibility for processing vouchers
for payment by the Treasurer; and
(vi) in general, have such other powers and perform
such other duties as may be assigned from time to time
by the Board or by or through the Chief Executive
Officer.
39. Secretary
The Secretary shall:
(i) attend and keep the minutes of all meetings of
the stockholders, the Board, and of such committees as
the Board may direct; and
(ii) have custody of the corporate seal and all
corporate records (including transfer books and stock
ledgers), contracts, papers, instruments, documents and
books of the corporation except those required to be
kept by other officers under these By-Laws; and
(iii) sign on behalf of the corporation such
documents and instruments as require his signature when
approved in accordance with these By-Laws, and to such
documents he shall affix the corporate seal when
necessary and may do so when he deems it desirable; and
(iv) see that notices are given and records and
reports are properly kept and filed by the corporation
as required by these By-Laws or as required by law; and
(v) in general, have such other powers and perform
such other duties as are incident to the office of
Secretary and as may be assigned to him from time to
time by the Board or by or through the Chief Executive
Officer.
40. Treasurer
The Treasurer shall:
(i) receive and sign receipts for all moneys paid
to the corporation and shall deposit the same in the
name and to the credit of the corporation in authorized
banks or depositories; and
(ii) when necessary or desirable, endorse for
collection on behalf of the corporation all checks,
drafts, notes and other obligations payable to it; and
(iii) disburse the funds of the corporation only
upon vouchers duly processed and under such rules and
regulations as the Board may from time to time adopt;
and
(iv) keep full and accurate accounts of the
transactions of his office in books belonging to the
corporation; and
(v) render as the Board may direct an account of the
transactions of his office; and
(vi) in general, have such other powers and perform
such other duties as are incident to the office of
Treasurer and as may be assigned to him from time to
time by the Board or by or through the Chief Executive
Officer.
MISCELLANEOUS
41. Offices
The registered office of the corporation in the
State of Delaware shall be located at 1209 Orange
Street, Wilmington, Delaware 19801 and the name of the
registered agent in charge thereof shall be The
Corporation Trust Company. The corporation may have
such other offices as the Board may from time to time
determine. The books of the corporation may be kept
outside the State of Delaware.
42. Seal
The corporation's seal shall be circular in form
with "KIMBERLY-CLARK CORPORATION -- DELAWARE" around
the periphery and "1928 -- CORPORATE SEAL" within.
43. Fiscal Year
The fiscal year of the corporation shall begin on
January 1 of each year.
44. Annual Report
At least fifteen days in advance of the annual
meeting of stockholders, but not later than three
months after the close of the fiscal year, the Board
shall publish and submit to the stockholders a
consolidated balance sheet of the corporation and its
consolidated subsidiaries as of the end of the previous
fiscal year and the related consolidated income and
cash flow statements of the corporation and its
consolidated subsidiaries for the previous fiscal year.
45. Indemnification of Directors and Officers
The corporation shall:
(i) indemnify any person who was or is a party or
is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding,
whether civil, criminal, administrative or
investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is
or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a
director or officer of another corporation, or in the
case of an officer or director of the corporation is
or was serving as an employee or agent of a
partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a
manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was
unlawful; and
(ii) indemnify any person who was or is a party or
is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of
another corporation, or in the case of an officer or
director of the corporation is or was serving as an
employee or agent of a partnership, joint venture,
trust or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of
such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed
to the best interests of the corporation and except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation
unless and only to the extent that the Court of
Chancery or the court in which such action or suit was
brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall
deem proper.
The corporation shall be required to indemnify an
indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee against the
corporation or any of its directors, officers or
employees only if the initiation of such proceeding
(or part thereof) by the indemnitee was authorized by
the Board. Notwithstanding the foregoing, the
corporation shall be required to indemnify an
indemnitee in connection with a proceeding seeking to
enforce rights to indemnification without the
authorization of the Board to the extent that such
proceeding is successful on the merits. To the extent
that a director or officer of the corporation has been
successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections
(i) and (ii), or in defense of any claim, issue or
matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Any indemnification under subsections (i) and (ii)
(unless ordered by a court) shall be made by the
corporation only as authorized in the specific case
upon a determination that indemnification of the
director or officer is proper in the circumstances
because he has met the applicable standard of conduct
set forth in subsections (i) and (ii). Such
determination shall be made (1) by a majority vote of
the directors who were not parties to such action, suit
or proceedings, even though less than a quorum; or (2)
if there are no such directors, or if such directors
so direct, by independent legal counsel in a written
opinion; or (3) by the stockholders.
Expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer
to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified
by the corporation as authorized in this By-Law.
The indemnification and advancement of expenses
provided by, or granted pursuant to, the other
paragraphs of this By-Law shall not be deemed exclusive
of any other rights to which those seeking
indemnification or advancement of expenses may be
entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to
action in another capacity while holding such office,
and shall continue as to a person who has ceased to be
a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a
person.
The corporation's obligation, if any, to indemnify
any person who was or is serving at its request as a
director, officer, employee or agent of another
corporation, partnership, joint venture, trust,
enterprise or nonprofit entity shall be reduced by any
amount such person may collect as indemnification from
such other corporation, partnership, joint venture,
trust, enterprise or nonprofit entity.
The Board may authorize and direct that insurance
be purchased and maintained on behalf of any person who
is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as
a director or officer of another corporation, or in the
case of an officer or director of the corporation is
or was serving as an employee or agent of a
partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred
by him in any such capacity, or arising out of his
status as such, whether or not the corporation would
have the power to indemnify him against such liability
under the provisions of this By-Law.
46. Reliance on Records
Each director, each member of any committee
designated by the Board, and each officer, shall, in
the performance of his duties, be fully protected in
relying in good faith upon the records of the
corporation and upon such information, opinion, reports
or statements presented to the corporation by any of
the corporation's officers or employees, or committees
of the Board, or by any other person as to matters the
director, member or officer reasonably believes are
within such other person's professional or expert
competence and who has been selected with reasonable
care by or on behalf of the corporation.
47. Inspection of Books
The directors shall determine from time to time
whether, and, to what extent and at what times and
places and under what conditions and regulations the
accounts and other books and records of the corporation
(except such as may by statute be specifically open to
inspection) or any of them, shall be open to the
inspection of the stockholders, and the stockholders'
rights in this respect are and shall be restricted and
limited accordingly.
48. Transactions with the Corporation
No contract or transaction between the corporation
and one or more of its directors or officers, or
between the corporation and any other corporation,
partnership, association, or other organization in
which one or more of its directors or officers are
directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or
solely because the director or officer is present at
or participates in the meeting of the Board or
committee thereof which authorizes the contract or
transaction, or solely because his or their votes are
counted for such purpose, if:
(i) the material facts as to his relationship or
interest and as to the contract or transaction are
disclosed or are known to the Board or the committee,
and the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though
the disinterested directors be less than a quorum; or
(ii) the material facts as to his relationship or
interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to
vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the
stockholders; or
(iii) the contract or transaction is fair as to the
corporation as of the time it is authorized, approved
or ratified, by the Board, a committee thereof, or the
stockholders.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting of
the Board or of a committee which authorizes the
contract or transaction.
No other contract or transaction in which a director
or officer has an interest and which may, under law,
be authorized, approved or ratified by the Board, a
committee thereof, or the stockholders shall be void
or voidable if authorized, approved or ratified by the
body which under law may authorize, approve or ratify
such contract or transaction.
49. Ratification
Any transaction questioned in any stockholders'
derivative suit on the ground of lack of authority,
defective or irregular execution, adverse interest of
director, officer or stockholder, nondisclosure,
miscomputation, or the application of improper
principles or practices of accounting may be ratified
before or after judgment, by the Board or by the
stockholders in case less than a quorum of directors
is qualified; and, if so ratified, shall have the same
force and effect as if the questioned transaction had
been originally duly authorized, and said ratification
shall be binding upon the corporation and its
stockholders and shall constitute a bar to any claim
or execution of any judgment in respect to such
questioned transaction.
50. Voting of Stocks
Unless otherwise ordered by the Board, any one of
the Chief Executive Officer, the Chairman of the Board,
the President, any Vice Chairman of the Board, any
Executive Vice President or any Senior Vice President
shall have full power and authority, on behalf of the
corporation, to consent to or approve of any action
by, and to attend, act and vote at any meeting of
stockholders of, any company in which the corporation
may hold shares of stock, and in giving such consent
or approval or at any such meeting shall possess and
may exercise any and all rights and powers incident to
the ownership of such shares and which as the holder
thereof, the corporation might possess and exercise if
personally present, and may exercise such power and
authority through the execution of proxies or may
delegate such power and authority to any other officer,
agent or employee of the corporation.
51. Notice
Any notice which the corporation is required to give
under these By-Laws may be given personally or it may
be given in writing by depositing the notice in the
post office or letter box in a postpaid envelope
directed to such address as appears on the books of the
corporation. Such notice shall be deemed to be given
at the time of mailing.
52. Waiver of Notice
Whenever any notice is required to be given, a
waiver thereof in writing signed by the person or
persons entitled to the notice, whether before or after
the time stated therein, shall be deemed equivalent
thereto.
53. Dispensing with Notice
No notice need be given to any person with whom
communication is made unlawful by any law of the United
States or any rule, regulation, proclamation or
executive order issued under any such law.
54. Amendments
Subject to the provisions of the Certificate of
Incorporation, these By-Laws may be altered, amended
or repealed by the stockholders or by the Board.
The following emergency provisions are excerpted
from Section 110 Delaware General Corporation Law
The board of directors, either before or during any
such emergency, may provide, and from time to time
modify, lines of succession in the event that during
such emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable
of discharging their duties.
The board of directors, either before or during any
such emergency, may, effective in the emergency, change
the head office or designate several alternative head
offices or regional offices, or authorize the officers
so to do.
No officer, director or employee acting in
accordance with any emergency by-laws shall be liable
except for willful misconduct.
To the extent not inconsistent with any emergency
by-laws so adopted, the by-laws of the corporation
shall remain in effect during any emergency and upon
its termination the emergency by-laws shall cease to
be operative.
Unless otherwise provided in emergency by-laws,
notice of any meeting of the board of directors during
such an emergency may be given only to such of the
directors as it may be feasible to reach at the time
and by such means as may be feasible at the time,
including publication or radio.
To the extent required to constitute a quorum at any
meeting of the board of directors during such an
emergency, the officers of the corporation who are
present shall, unless otherwise provided in emergency
by-laws, be deemed, in order of rank and within the
same rank in order of seniority, directors for such
meeting.