MAYTAG CORPORATION
A Delaware Corporation
BYLAWS
Revised as of February 10, 2000
MAYTAG CORPORATION
BYLAWS
Offices
1. The registered office shall be in the City of Wilmington, County of
New Castle, State of Delaware, and the name of the registered agent in
charge thereof is the Corporation Trust Company. The corporation may also
have an office in the City of Newton, Jasper County, State of Iowa, and
also offices at such other places as the board of directors may from time
to time appoint or the business of the corporation may require.
Seal
2. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware."
Stockholders Meetings
3. Meetings of the stockholders may be held at such place as shall be
determined by resolution of the board of directors.
4. An annual meeting of the stockholders shall be held on such date
and at such time and place as shall be fixed by resolution of the board of
directors. Any previously scheduled annual or special meeting of the
stockholders may be postponed by resolution of the board of directors upon
public notice given prior to the date previously scheduled for such meeting
of stockholders. At the annual meeting the stockholders shall elect
directors of the class for which the term expires on such date and shall
transact such other business as may properly be brought before the meeting.
Except as otherwise provided by statute or the Certificate of
Incorporation, the only business which properly shall be conducted at any
annual meeting of the stockholders shall (i) have been specified in the
written notice of the meeting (or any supplement thereto) given as provided
in Bylaw 7, (ii) be brought before the meeting by or at the direction of
the Board of Directors or the officer of the corporation presiding at the
meeting or (iii) have been specified in a written notice (a "Stockholder
Meeting Notice") given to the corporation, in accordance with all of the
following requirements, by or on behalf of any stockholder who is entitled
to vote at such meeting. Each Stockholder Meeting Notice must be delivered
personally to, or be mailed to and received by, the secretary of the
corporation at the principal executive offices of the corporation, in
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Newton, Iowa, not less than 90 days nor more than 120 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, the Stockholder Meeting Notice to be timely must be so delivered not
earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of the 90th 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. For purposes of these Bylaws,
"public announcement" shall mean disclosure 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 Section 13, 14 or 15(d) of
the Securities Exchange Act of 1934, as amended. Each Stockholder Meeting
Notice shall set forth: (i) a description of each item of business
proposed to be brought before the meeting and the reasons for conducting
such business at the annual meeting; (ii) the name and record address of
the stockholder proposing to bring such item of business before the
meeting; (iii) the class and number of shares of stock held of record,
owned beneficially and represented by proxy by such stockholder as of the
record date for the meeting (if such date shall then have been made
publicly available) and as of the date of such Stockholder Meeting Notice
and; (iv) all other information which would be required to be included in a
proxy statement filed with the Securities and Exchange Commission if, with
respect to any such item of business, such stockholder were a participant
in a solicitation subject to Section 14 of the Securities Exchange Act of
1934 as amended. No business shall be brought before any annual meeting of
stockholders of the corporation otherwise than as provided in this Bylaw 4;
provided, however, that nothing contained in this Bylaw 4 shall be deemed
to preclude discussion by any stockholder of any business properly brought
before the annual meeting. The officer of the corporation presiding at the
annual meeting of stockholders shall, if the facts so warrant, determine
that business was not properly brought before the meeting in accordance
with the provisions of this Bylaw 4 and, if he should so determine, he
should so declare to the meeting and any such business so determined to be
not properly brought before the meeting shall not be transacted.
5. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person, or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided
by law, by the Certificate of Incorporation or by these Bylaws. The
officer of the corporation presiding at the meeting or a majority of the
shares so represented may adjourn the meeting from time to time, whether or
not there is such a quorum present. Notice of the time or place of an
adjourned meeting shall be given only as required by law. The stockholders
present at a duly called meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of sufficient stockholders to
constitute the remaining stockholders less than a quorum. At such
adjourned meeting at which the requisite amount of voting stock shall be
represented any business may be transacted which might have been transacted
at the meeting as originally notified. If the adjournment is for more than
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thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
6. At each meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person or may authorize another
person or persons to act for such stockholder as proxy by the methods
provided in Section 212 of the General Corporation Law of the State of
Delaware, as in effect from time to time. No such proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period. Each stockholder shall have one vote for each share of
stock having voting power, registered in his name on the books of the
corporation. The vote for directors, and upon the demand of any
stockholder, the vote upon any question before the meeting, shall be by
ballot. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, in all
matters other than the election of directors, the affirmative vote of the
majority of shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the
stockholders.
7. Written notice of the annual meeting shall be prepared and mailed
by the corporation to each stockholder entitled to vote thereat at such
address as appears on the stock book of the corporation at least ten and
not more than sixty days prior to the meeting.
8. A complete list of the stockholders entitled to vote at the
ensuing meeting, arranged in alphabetical order, with the address of each,
and the number of voting shares held by each, shall be prepared by the
secretary and filed in the office where the meeting is to be held, at least
ten days before every meeting of stockholders, and shall, during the usual
hours of business during such ten day period, and during the whole time of
said meeting of stockholders, be open to the examination of any stockholder
for any purpose germane to the meeting.
9. Special meetings of stockholders of the corporation may be called
only by the board of directors pursuant to a resolution approved by a
majority of the whole board of directors. Any previously scheduled annual
or special meeting of the stockholders may be postponed by resolution of
the board of directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders. This Bylaw 9 may
not be amended or rescinded except by the affirmative vote of the holders
of at least two-thirds of the stock of the corporation issued and
outstanding and entitled to vote, at any regular or special meeting of the
stockholders if notice of the proposed alteration or amendment be contained
in the notice of meeting.
10. Business transacted at all special meetings shall be confined to
the objects stated in the notice of the special meeting. Written notice of
a special meeting of stockholders stating the time and place and object
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thereof shall be prepared and mailed by the corporation, postage prepaid,
at least ten and not more than sixty days before such meeting, to each
stockholder entitled to vote thereat at such address as appears on the
books of the corporation.
11. The board of directors by resolution shall appoint one or more in-
spectors, which inspector or inspectors may include individuals who serve
the corporation in other capacities, including, without limitation, as
officers, employees, agents or representatives of the corporation, to act
at a meeting of stockholders and make a written report thereof. One or
more persons may be designated by the board of directors as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate has been appointed to act or is able to act at a meeting of
stockholders, the officer appointed to act or is able to act at a meeting
of stockholders, the officer of the corporation presiding at the meeting
shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability. The inspectors shall have
the duties prescribed by law.
The officer of the corporation presiding at the meeting shall fix
and announce at the meeting the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote
at the meeting.
Directors
12. The property and business of this corporation shall be managed by
its board of directors. Except as otherwise provided in these Bylaws or by
law, the directors of the corporation shall be elected at the annual
meeting of stockholders in each year. The number of directors which shall
constitute the whole board of directors shall be at least three and such
number may be fixed from time to time by a majority of the whole board, or
if the number is not so fixed, the number shall be eleven. The directors of
the corporation shall be divided into three classes, each class to consist,
as nearly as may be, of one-third of the number of directors then
constituting the whole board of directors.
At the 1977 Annual Meeting of Stockholders,
(a) one-third of the number of directors shall be elected to
serve until the 1978 Annual Meeting of Stockholders;
(b) one-third of the number of directors shall be elected to
serve until the 1979 Annual Meeting of Stockholders; and
(c) one-third of the number of directors shall be elected to
serve until the 1980 Annual Meeting of Stockholders, and until their
successors shall be duly elected and qualified.
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At each annual election of directors after the 1977 Annual
Meeting of stockholders, the successors to the directors of each class
whose term shall expire in that year shall be elected to hold office for a
term of three years from the date of their election and until their
successors shall be duly elected and qualified. In the case of any increase
or decrease in the number of directors, the increase or decrease shall be
distributed among the several classes as nearly equally as possible, as
shall be determined by a majority of the whole board at the time of such
increase or decrease.
This Section 12 may not be amended or rescinded except by the
affirmative vote of the holders of at least two-thirds of the stock of the
corporation issued and outstanding and entitled to vote, at any regular or
special meeting of the stockholders if notice of the proposed alteration or
amendment be contained in the notice of the meeting.
13. The directors may hold their meetings and have one or more
offices, and keep the books of the corporation outside of Delaware, at the
office of the corporation in the city of Newton, Iowa, or at such other
places as they may from time to time determine.
14. In addition to the powers and authorities by these Bylaws
expressly conferred upon them, the board may exercise all such powers of
the corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these Bylaws directed
or required to be exercised or done by stockholders.
14A. Except as otherwise fixed pursuant to the Certificate of
Incorporation relating to the rights of the holders of any one or more
classes or series of Preferred Stock issued by the corporation, acting
separately by class or series, to elect, under specified circumstances,
directors at a meeting of stockholders, nominations for the election of
directors may be made by the board of directors or a committee appointed by
the board of directors or by any stockholder entitled to vote in the
election of directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as directors at any annual meeting only if written notice of such
stockholder's intent to make such nomination or nominations has been
delivered personally to, or been mailed to and received by, the secretary
of the corporation at the principal executive offices of the corporation in
Newton, Iowa, not less than 90 days nor more than 120 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 120th day prior to such annual meeting and not later than
the close of business on the later of the 90th 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. Each such notice shall set forth:
(i) the name and record address of the stockholder who intends to make the
nomination; (ii) the name, age, principal occupation or employment,
business address and residence address of the person or persons to be
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nominated; (iii) the class and number of shares of stock held of record,
owned beneficially and represented by Proxy by such stockholder and by the
person or persons to be nominated as of the date of such notice; (iv) a
representation that the stockholder intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the notice;
(v) a description of all arrangements or understandings between such
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to
be made by such stockholder; (vi) such other information regarding each
nominee proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the Securities Exchange Act of 1934, as
amended, and the proxy rules of the Securities and Exchange Commission; and
(vii) the consent of each nominee to serve as a director of the corporation
if so elected. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the corporation to
determine the eligibility of such proposed nominee to serve as a director
of the corporation. Notwithstanding anything in the second sentence of
this Bylaw 14A to the contrary, in the event that the number of directors
to be elected to the board of directors of the corporation is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased board of directors made by the
corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this
Bylaw 14A shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the secretary at the principal executive offices of the
corporation, in Newton, Iowa, not later than the close of business on the
10th day following the day on which such public announcement is first made
by the corporation. The officer of the corporation presiding at the annual
meeting of stockholders shall, if the facts so warrant, determine that a
nomination was not made in accordance with the provisions of this Bylaw
14A, and if he should so determine, he should so declare to the meeting and
the defective nomination shall be disregarded.
Nominations of persons for election to the board of directors may be
made at a special meeting of stockholders at which directors are to be
elected pursuant to the corporation's notice of meeting (a) by or at the
direction of the board of directors or (b) provided that the board of
directors has determined that directors shall be elected at such meeting,
by any stockholder of the corporation who is a stockholder of record at the
time of giving of notice provided for in this Bylaw 14A, who shall be
entitled to vote at the meeting and who complies with the notice procedures
set forth in this Bylaw 14A. In the event the corporation calls a special
meeting of stockholders for the purpose of electing one or more directors
to the board, any such stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the
corporation's notice of meeting, if the stockholder's notice required by
the first paragraph of this Bylaw 14A shall be delivered to the secretary
at the principal executive offices of the corporation not earlier than the
90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the
10th day following the day on which public announcement is first made of
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the date of the special meeting and of the nominees proposed by the board
of directors to be elected at such meeting.
No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in
these Bylaws.
Notwithstanding the provisions of Bylaw 4 and this Bylaw 14A, a
stockholder shall also comply with all applicable requirements of the
Securities and Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in Bylaw 4 and
this Bylaw 14A. Nothing in Bylaw 4 and this Bylaw 14A shall be deemed to
affect any rights of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Securities
and Exchange Act of 1934, as amended.
Executive Committee
15. There may be an executive committee of two or more directors
designated by resolution passed by a majority of the whole board. Said
committee may meet at stated times, or on notice to all by any of their own
number. During the intervals between meetings of the board such committee
shall advise with and aid the officers of the corporation in all matters
concerning its interests and the management of its business, and generally
perform such duties and exercise such powers as may be directed or
delegated by the board of directors from time to time. The board may
delegate to such committee authority to exercise all the powers of the
board excepting power to amend the Bylaws, while the board is not in
session. Vacancies in the membership of the committee shall be filled by
the board of directors at a regular meeting or at a special meeting called
for that purpose.
16. The executive committee shall keep regular minutes of its
proceedings and report the same to the board when required.
Compensation of Directors
17. Directors who as officers or employees of the corporation receive
compensation from it shall not receive any stated compensation for their
services as directors; but by resolution of the board reasonable
compensation for attendance at board meetings may be allowed and paid.
Directors who do not receive compensation from the corporation for
employment with it in the capacity of an officer or employee shall be
allowed and paid such stated compensation as may be fixed by the board of
directors; and such directors shall be reimbursed for expenses incurred in
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connection with the performance of their duties or services as director,
the amount thereof to be allowed and paid by resolution of the board.
Nothing herein contained shall be construed as precluding a director
from serving the company in any other capacity and receiving compensation
therefor.
18. Members of special or standing committees may be allowed and paid
compensation for their services as such, and expenses incident thereto, in
such amounts as from time to time are fixed and allowed by the board of
directors.
Meetings of the Board
19. The newly elected board may meet without notice for the purpose of
organization or otherwise immediately following the annual meeting of the
stockholders or at such place and time as shall be fixed by resolution of
the board.
20. Regular meetings of the board may be held without notice at such
time and place as shall from time to time be determined by resolution of
the board.
21. Special meetings of the board may be called by the chairman of the
board or the president on two days' written notice mailed to each director,
or on not less than 24 hours' notice delivered to each director personally,
telephonically or by telegram or telecopy at such number as has been
provided by the director; special meetings shall be called by the chairman
of the board, the president or secretary in like manner and on like notice
on the written request of a majority of the directors then in office. A
special meeting may be held without notice if all the directors are present
or, if those not present waive notice of the meeting in writing, either
before or after such meeting.
22. At all meetings of the board, four directors, but not less than
one-third of the total number of directors, shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which there is
a quorum, shall be the act of the board of directors, except as may be
otherwise provided by statute or by the Certificate of Incorporation or by
these Bylaws.
Officers
23. The officers of this corporation shall be chosen by the directors
and shall be a president, one or more vice presidents, a secretary,
controller, and such assistant secretaries as the board of directors may
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designate. The board may also elect a chairman of the board and in that
event, shall designate whether he or the president shall be the chief
executive officer of the corporation.
24. The board of directors, at its first meeting after each annual
meeting of stockholders, shall elect the corporate officers.
25. The board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from
time to time by the board.
26. The salaries of the officers of the corporation shall be fixed
from time to time by the board of directors; provided that in the case of
officer members of the board of directors their salaries may be fixed from
time to time by either of the following additional methods: (i) by a salary
committee of not less than three members appointed, by a resolution passed
by a majority of the whole board of directors, from among the members of
the board of directors who are not officers of the corporation, or (ii) by
a salary committee composed of all members of the board of directors who
are not officers of the corporation, such committee to act by a majority of
its members. None of the officers of the corporation shall be prevented
from receiving a salary by reason of the fact that he is also a member of
the board of directors; but an officer who shall also be a member of the
board of directors shall not have any vote in a determination by the board
of directors of the amount of salary that shall be paid to him.
27. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors.
Chairman of the Board of Directors
28. Whenever a chairman of the board of directors has been elected by
the board, he shall preside at all meetings of the board of directors and
of the stockholders. If no chairman of the board is elected, the president
shall act as the chairman of the board and shall assume the powers and
duties of the chairman.
President
29. (a) The president shall be the chief executive officer of the
corporation unless a chairman of the board has been elected and designated
as such officer. Subject to the authority of the chairman of the board in
such event, the president shall have general and active management of the
business of the corporation and shall see that all orders and resolutions
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of the board are carried into effect. In the absence or disability of the
chairman of the board, where that office has been filled by election of the
board, the powers and duties of the chairman shall be assumed by the
president.
(b) He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation.
(c) He shall be ex-officio a member of all standing committees,
and shall have the general powers and duties of supervision and management
usually vested in the office of president of the corporation.
Vice President
30. The board of directors may elect one or more vice presidents and
may designate one or more of the vice presidents to be executive vice
presidents. Subject to the succession provided for in Bylaw 29(a), in the
absence or disability of the CEO, the executive vice presidents, or the
vice presidents in the event none have been designated "Executive", in the
order designated, (or in the absence of any designation, then in the order
of their election) shall perform the duties and exercise the powers of the
CEO. The vice president(s) shall perform such other duties as the board of
directors may prescribe.
Secretary
31. The secretary shall attend all sessions of the board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall be custodian of
the corporate records and of the seal of the corporation and see that the
seal of the corporation is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized. He shall
give, or cause to be given, notice of all meetings of the stockholders and
of the board of directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose supervision
he shall be.
Treasurer
32. (a)The treasurer shall, under the general direction of the Chief
Financial Officer, be responsible for the planning and directing of
corporate finance activities. He shall have the custody of corporate
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funds and securities and shall deposit all moneys, and other valuable
effects in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors.
(b)He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the Chairman of the Board, the President and the directors,
at the regular meetings of the Board, or whenever they may require it, an
account of all his transactions as Treasurer.
(c) He shall give the Corporation a bond if required by the Board of
Directors in a sum, and with one or more sureties satisfactory to the
Board, for the faithful performance of the duties of his office, and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession or under his control
belonging to the Corporation.
Chief Financial Officer
33. The Chief Financial Officer of the corporation shall have the
general responsibility for the financial operations of the corporation and
for all receipts and disbursements of the funds of the corporation.
Controller
34. The controller shall be the chief accounting officer of the
corporation.
Assistant Secretary
35. The assistant secretaries in the order of their seniority shall,
in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary, and shall perform such other duties
as the board of directors shall prescribe.
Assistant Treasurer
36. Repealed.
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Vacancies and Newly Created Directorships
37. If the office of any officer or agent becomes vacant by reason of
death, resignation, retirement, disqualification, removal from office or
otherwise, such vacancy may be filled by the board of directors.
Vacancies in the board of directors and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the expiration
of the term of the class to which they have been chosen and until their
successors are duly elected and qualified. This second paragraph of Section
37 may not be amended or rescinded except by the affirmative vote of the
holders of at least two-thirds of the stock of the corporation issued and
outstanding and entitled to vote, at any regular or special meeting of the
stockholders if notice of the proposed alteration or amendment be contained
in the notice of the meeting.
Duties of Officers May be Delegated
38. In case of the absence of any officer of the corporation, or for
any other reason that the board may deem sufficient, the board may
delegate, for the time being, the powers or duties, or any of them, of such
officer to any other officer, or to any director, provided a majority of
the entire board concur therein.
Certificates of Stock
39. The certificates of stock of the corporation shall be numbered and
shall be entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by
the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary.
Transfers of Stock
40. Transfers of stock shall be made on the books of the corporation
only by the person named in the certificate or by attorney, lawfully
constituted in writing, and upon surrender of the certificate therefor.
41. The board of directors shall have power to appoint one or more
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transfer agents and/or one or more registrars of transfers and may provide
that the issuance of certificates of stock of this corporation shall not be
valid unless signed by such transfer agent or transfer agents and/or
registrar of transfers or registrars of transfers, and if such certificate
is countersigned (1) by a transfer agent other than the corporation or its
employee, or (2) by a registrar other than the corporation or its employee,
any other signature on the certificate may be a facsimile.
Record Dates
42. In order 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 receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors 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 of directors, and
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any such other action. If no
record date is fixed, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close
of business of the day next preceding the day on which notice is given, and
the record date for any other purpose shall be at the close of business on
the day on which the board of directors adopts the resolution relating
thereto. 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 of directors may fix a new
record date for the adjourned meeting.
Registered Stockholders
43. The corporation shall be entitled to treat the holder of record of
any share or shares 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 such share on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by the laws of
Delaware.
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Lost Certificate
44. Any person claiming a certificate of stock to be lost, stolen or
destroyed, shall make an affidavit or affirmative of the fact and advertise
the same in such manner as the board of directors may require, and shall if
the directors so require give the corporation a bond of indemnity,
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of a new replacement certificate, whereupon a
new certificate may be issued of the same tenor and for the same number of
shares as the one alleged to be lost, stolen or destroyed.
Inspection of Books
45. The directors shall determine from time to time whether and, if
allowed, when and under what conditions and regulations the accounts and
books 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.
Checks
46. All checks or demands for money and notes of the corporation,
shall be signed by such officer or officers, employee or employees as the
board of directors may from time to time designate.
Fiscal Year
47. The fiscal year shall begin the first day of January in each year.
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Directors' Annual Statement
48. The board of directors shall present at each annual meeting, and
when called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and condition of
the corporation.
Notices
49. Except as otherwise provided in these Bylaws, whenever under the
provisions of these Bylaws notice is required to be given to any director,
officer or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by telecopy as provided in Bylaw
21, by mail, by depositing the same in the post office or letter box, in a
postpaid sealed wrapper, addressed to such stockholder, officer or director
at such address as appears on the books of the corporation, or, in default
of other address, to such director, officer or stockholder at the General
Post Office in the City of Wilmington, Delaware, and such notice shall be
deemed to be given at the time when the same shall be thus mailed.
Any stockholder, director, or officer may waive any notice required to
be given under these Bylaws, either before or after the event for which
such notice was required.
Incentive Payments
50. Repealed.
51. Unless otherwise provided by resolution adopted by the board of
directors, the president or any vice president or the secretary may from
time to time appoint an attorney or attorneys, or an agent or agents, to
exercise in the name and on behalf of the company the powers and rights
which it may have as the holder of stock or other securities in any other
corporation or membership in any organization, to vote or consent in
respect of such stock or other securities or membership, and the president,
or any vice president or the secretary may execute or cause to be executed
in the name and on behalf of the company and under its corporate seal, or
otherwise all such written proxies or other instruments as he may deem
necessary or proper in order that the company may exercise its powers and
rights.
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Amendments
52. Except as otherwise provided in these Bylaws, these Bylaws may be
altered or amended by the affirmative vote of a majority of the stock
issued and outstanding and entitled to vote thereat, at any regular or
special meeting of the stockholders, if notice of the proposed alteration
or amendment be contained in the notice of the meeting, or (except as
otherwise provided in these Bylaws) by the affirmative vote of a majority
of the board of directors at a regular or special meeting of the board.
* * * * *
I, Frederick G. Wohlschlaeger, Secretary of MAYTAG CORPORATION, a
corporation organized and existing under the laws of the State of
Delaware, do hereby certify that as such Secretary, I have custody and
possession of the records and corporate seal of said corporation, and that
the foregoing is a full, true and correct copy of the Bylaws of said
corporation in my custody and possession; and that the seal hereto affixed
is the common or corporate seal of said corporation so in my custody and
possession.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary and
affixed the corporate seal of said corporation this 10th day of February,
A.D., 2000.
/s/ Frederick G. Wohlschlaeger
Secretary