WOODWARD GOVERNOR COMPANY EXHIBIT 3
AMENDMENT TO BY-LAWS
The second sentence of Section 3.2 of Article III of the Bylaws of the
Company was amended effective January 11, 1995 to read as follows:
"The number of directors which shall constitute
the whole Board of Directors shall be nine,
consisting of three Class I directors, three
Class II directors, and three Class III directors."
Section 5.1 of Article V of the Bylaws was amended effective March 29, 1995,
by deleting therefrom the last sentence thereof which reads:
"Any two or more offices may be held by the same
person except the office of Chairman of the Board
of Directors and President."
Section 10.1 of the Bylaws of the company was amended effective June 28, 1995
to read as follows:
(1) The first sentence of Section 4.1 is hereby amended to read
as follows:
"The Board of Directors shall designate an Executive Committee,
an Audit Committee, a Compensation Committee, a Selection
Committee, and a Management Operations Committee, each of which
shall have and may exercise the powers and authority of the Board
of Directors to the extent hereinafter provided."
(2) The final sentence of Section 4.3 is hereby amended to read as
follows:
"In the absence of such rules and procedures, each committee
shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article III of these
Bylaws, except that a quorum of the Management Operations
Committee for the transaction of business shall consist of one
member so long as such committee consists of two members."
(3) A new Section 4.8 is hereby added to read as follows:
"SECTION 4.8. MANAGEMENT OPERATIONS COMMITTEE
The Management Operations Committee shall have the power to
authorize and approve such routine matters arising in the
ordinary course of business of the corporation as the Board of
Directors shall establish from time to time by resolution. The
Management Operations Committee shall have no power or authority
to declare cash dividends and shall have no power denied to the
Executive Committee in Section 4.4 hereof."
BE IT FURTHER RESOLVED that there is hereby delegated to the
Management Operations Committee of Woodward Governor Company, a
Delaware corporation (the "Corporation" ), all the powers and
authority of the Board of Directors of the Corporation with
respect to the following matters:
(1) Determine officers or other members of the Corporation who shall
be authorized to sign checks, drafts, or other orders for payment
of money or notes issued in the name of the Corporation;
(2) Determine officers or other members of the Corporation who shall
be authorized for and on behalf of the Corporation to (a) issue
and/or cancel charge cards issued in the name of the Corporation
and (b) to increase and/or decrease the credit limit on each
particular charge card issued;
(3) Determine officers or other members of the Corporation who shall
be authorized to appoint, empower, and remove or terminate
customs brokers and agents;
(4) Determine officers and other members of the Corporation who shall
be authorized and empowered, for and on behalf of the Corporation,
to execute required documents and to resolve issues relating to
customs clearing or import/export duties;
(5) Determine officers or other members of the Corporation who shall
be authorized and empowered, for and on behalf of the Corporation,
to execute documents as may be required in the normal day-to-day
operation of the business of the Corporation, such as Bidder's
Bonds, agreements for the sale or purchase of materials, and other
similar activities;
(6) Determine officers or other members of the Corporation who shall
be authorized and empowered, for and on behalf of the Corporation,
to enter into lease agreements for real estate, motor vehicles,
and other equipment as required in the operation of all plants,
offices, and other facilities occupied by the Corporation;
(7) Establish, maintain, close, or otherwise terminate accounts other
than margin accounts with brokers or other agents for the purpose
of purchasing, investing in, or otherwise acquiring, possessing,
transferring, or exchanging shares of Woodward Governor Company
common stock;
(8) Establish, maintain, close, or otherwise terminate bank accounts
and grant or revoke authority of corporate officers and members
to make deposits thereto and withdrawals therefrom, including the
transferal of funds from one bank or other depository to another;
(9) Guarantee, in the name of the Corporation, utilizing such form of
guarantee instrument as may be required by the lending institution
making such loans the payment of the principal and interest of all
sums which may be loaned by said lending institution to any
subsidiary of the Corporation, provided that the Corporation shall
have a controlling interest representing at least 51% of the
voting equity of such subsidiary;
(10) Appoint, authorize, empower, and remove or otherwise terminate
patent and trademark attorneys and agents;
(11) Grant and revoke powers of attorney which authorize
attorneys-at-law and attorneys-in-fact empowered thereby to act
for and on behalf of the Corporation; and
(12) Approve routine amendments to the Woodward Governor Company
Deferred Profit Sharing Plan, the Woodward Governor Company
Retirement Income Plan, and any and all other member benefit
plans, but reserving to the Board approval of any amendments to
the Woodward Stock Plan portion of the Deferred Profit Sharing
Plan.
BE IT FURTHER RESOLVED that the following named directors of the Company
are hereby elected as the members of the Management Operations Committee:
Vern H. Cassens
John A. Halbrook