EXHIBIT (3ii)
[As amended through 8/24/89]
THE TJX COMPANIES, INC.
BY-LAWS
ARTICLE I
Certificate of Incorporation
The name, location of the principal office or place of
business in the State of Delaware, and the nature of the business
or objects or purposes of the corporation shall be as set forth
in its certificate of incorporation. These by-laws, the powers
of the corporation and of its directors and stockholders, and all
matters concerning the management of the business and conduct of
the affairs of the corporation shall be subject to such
provisions in regard thereto, if any, as are set forth in the
certificate of incorporation; and the certificate of
incorporation is hereby made a part of these by-laws. In these
by-laws, references to the certificate of incorporation mean the
provisions of the certificate of incorporation (as that term is
defined in the General Corporation Law of the State of Delaware)
of the corporation as from time to time in effect, and references
to these by-laws or to any requirement or provision of law mean
these by-laws or such requirement or provision of law as from
time to time in effect.
ARTICLE II
Annual Meeting of Stockholders
The annual meeting of stockholders shall be held either (i)
at 11:00 a.m. on the first Tuesday in June in each year, unless
that day be a legal holiday at the place where the meeting is to
be held, in which case the meeting shall be held at the same hour
on the next succeeding day not a legal holiday, or (ii) at such
other date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting,
at which the stockholders shall elect a board of directors and
transact such other business as may be required by law or these
by-laws or as may properly come before the meeting.
ARTICLE III
Special Meetings of Stockholders
Except as otherwise required by law and or as fixed pursuant
to the provisions of Article FOURTH of the certificate of
incorporation relating to the rights of the holders of any class
or series of stock having a preference over the Common Stock as
to dividends or upon liquidation, special meetings of the
stockholders may be called only by the chairman of the board, the
president, or the board of directors pursuant to a resolution
approved by a majority of the entire board of directors. Such
call shall state the time, place and purposes of the meeting.
ARTICLE IV
Place of Stockholders' Meetings
The annual meeting of the stockholders, for the annual
election of directors and other purposes, shall be held at such
place within or without the State of Delaware as the board of
directors shall fix for such meeting. Adjourned meetings of the
stockholders shall be held at such places and at such times as
the board of directors shall fix. Special meetings of the
stockholders, and adjourned special meetings of the stockholders,
shall be held at such places within or without the State of
Delaware and such time as the board of directors shall fix.
ARTICLE V
Notice of Stockholders' Meetings
Except as may be otherwise required by law, by the
certificate of incorporation or by other provisions of these by-
laws, and subject to the provisions of Article XXII, a written
notice of each meeting of stockholders, stating the place, day
and hour thereof and the purposes for which the meeting is
called, shall be given, at least ten days before the meeting, to
each stockholder entitled to vote thereat, by leaving such notice
with him or at his residence or usual place of business, or by
mailing it, postage prepaid, addressed to such stockholder at his
address as it appears upon the books of the corporation. Such
notice shall be given by the secretary, or in case of the death,
absence, incapacity or refusal of the secretary, by some other
officer or by a person designated by the board of directors.
ARTICLE VI
Quorum and Action of Stockholders
Any action required or permitted to be taken by the
stockholders of the corporation must be effected at a duly called
annual or special meeting of such holders and may not be effected
by any consent in writing by such holders.
At any meeting of the stockholders, a quorum for the
election of directors or for the consideration of any question
shall consist of a majority of the stock issued and outstanding;
except in any case where a larger quorum is required by law, by
the certificate of incorporation or by these by-laws. Stock
owned by the corporation, if any, shall not be deemed outstanding
for this purpose. In any case any meeting may be adjourned from
time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may
be held as adjourned without further notice.
When a quorum for the election of any director is present at
any meeting, a plurality of the votes properly cast for election
to such office shall elect to such office. When a quorum for the
consideration of a question is present at any meeting, a majority
of the votes properly cast upon the question shall decide the
question; except in any case where a larger vote is required by
law, by the certificate of incorporation or by these by-laws.
ARTICLE VII
Proxies and Voting
Except as otherwise provided in the certificate of
incorporation, and subject to the provisions of Article XXV, each
stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the
capital stock held by such stockholder, but no proxy shall be
voted on after three years from its date, unless the proxy
provides for a longer period; and except where the transfer books
of the corporation shall have been closed or a date shall have
been fixed as a record date for the determination of the
stockholders entitled to vote, as provided in Article XXV, no
share of stock shall be voted on at any election for directors
which has been transferred on the books of the corporation within
twenty days next preceding such election of directors. Shares of
the capital stock of the corporation belonging to the corporation
shall not be voted upon directly or indirectly.
Persons holding stock in a fiduciary capacity shall be
entitled to vote the shares so held, or to give any consent
permitted by law, and persons whose stock is pledged shall be
entitled to vote, or to give any consent permitted by law, unless
in the transfer by the pledgor on the books of the corporation he
shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee or his proxy may represent said stock
and vote thereon or give any such consent.
The secretary shall prepare and make, at least ten days
before every election of directors, a complete list of the
stockholders entitled to vote at said election, arranged in
alphabetical order, and showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder during ordinary business hours, at the place where
said election is to be held, for said ten days, and shall be
produced and kept at the time and place of election 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 examine such list or to vote in person or by proxy at
such election.
ARTICLE VIII
OMITTED
ARTICLE IX
Board of Directors
The whole board of directors shall consist of not less than
three nor more than fifteen directors. Within such limits the
whole number of directors shall be fixed from time to time,
subject to the provisions of Article XXI hereof, by action of the
board of directors.
Except as otherwise fixed pursuant to the provisions of
Article FOURTH of the certificate of incorporation relating to
the rights of the holders of any class or series of stock having
a preference over the Common Stock as to dividends or upon
liquidation to elect additional directors under specified
circumstances, the number of directors of the corporation shall
be fixed from time to time by or pursuant to these by-laws. The
directors, other than those who may be elected by the holders of
any class or series of stock having preference over the Common
Stock as to dividends or upon liquidation, shall be classified,
with respect to the time for which they severally hold office,
into three classes, designated Class I, Class II and Class III,
as nearly equal in number as possible, with the term of office of
one Class expiring each year. At the annual meeting of
stockholders in 1985, directors of Class I shall be elected to
hold office for a term expiring at the next succeeding annual
meeting, directors of Class II shall be elected to hold office
for a term expiring at the second succeeding annual meeting and
directors of Class III shall be elected to hold office for a term
expiring at the third succeeding annual meeting, with the members
of each Class to hold office until their successors are elected
and qualified. At each subsequent annual meeting of the
stockholders of the Corporation, the successors to the Class of
directors whose term expires at such meeting shall be elected to
hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their
election.
References in these by-laws to the whole board of directors
mean the whole number fixed as herein or in the certificate of
incorporation provided, irrespective of the number at the time in
office.
Each newly created directorship resulting from any increase
in the number of directors may be filled only as provided in
Article XXI for the filling of a vacancy in the office of a
director.
No director need be a stockholder.
Except as otherwise fixed pursuant to the provisions of
Article FOURTH of the certificate of incorporation relating to
the rights of holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon
liquidation, 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 a
meeting only if written notice of such stockholder's intent to
make such nomination or nominations has been personally delivered
to or otherwise received by the secretary of the corporation not
later than (i) with respect to an election to be held at an
annual meeting of stockholders, ninety days prior to the
anniversary date of the immediately preceding annual meeting, and
(ii) with respect to an election to be held at a special meeting
of stockholders for the election of directors, the close of
business on the tenth day following the date on which notice of
such meeting is first given to stockholders. Each such notice
shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the stockholder is a holder
of record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder;
(d) 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 proxy rules of the Securities and
Exchange Commission; and (e) the consent of each nominee to serve
as a director of the corporation if so elected. The presiding
officer of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing
procedure.
ARTICLE X
Powers of the Board of Directors
The board of directors shall have and may exercise all the
powers of the corporation; except such as are conferred upon the
stockholders by law, by the certificate of incorporation or by
these by-laws.
ARTICLE XI
Committees
The board of directors may at any time and from time to
time, by resolution adopted by a majority of the whole board,
designate, change the membership of or terminate the existence of
any committee or committees, including if desired any executive
committee, each committee to consist of two or more of the
directors of the corporation. Each such committee shall have
such name as may be determined from time to time by resolution
adopted by a majority of the whole board of directors and shall
have and may exercise such powers of the board of directors in
the management of the business and affairs of the corporation,
including power to authorize the seal of the corporation to be
affixed to all papers which may require it, as may be determined
from time to time by resolution adopted by a majority of the
whole board. All minutes of proceedings of committees shall be
available to the board of directors on its request.
In the absence or disqualification of any member of such
committee or committees the 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 of directors to act at the meeting in place
of such absent or disqualified member.
ARTICLE XII
Meetings of the Board of Directors
Regular meetings of the board of directors may be held
without call or formal notice at such places either within or
without the State of Delaware and at such times as the board may
from time to time determine. A regular meeting of the board of
directors may be held without call or formal notice immediately
after and at the same place as the annual meeting of the
stockholders.
Special meetings of the board of directors may be held at
any time and at any place either within or without the State of
Delaware when called by the chairman of the board (if any), the
president, the treasurer or two or more directors, reasonable
notice thereof being given to each director by the secretary, or
in the case of the death, absence, incapacity or refusal of the
secretary, by the officer or directors calling the meeting, or
without call or formal notice if each director then in office is
either present or waives notice as provided in Article XXII. In
any case it shall be deemed sufficient notice to a director to
send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to him at
his usual or last known business or residence address or to give
notice to him in person either by telephone or by handing him a
written notice at least twenty-four hours before the meeting.
ARTICLE XIII
Quorum and Action of Directors
At any meeting of the board of directors, except in any case
where a larger quorum or the vote of a larger number of directors
is required by law, by the certificate of incorporation or by
these by-laws, a quorum for any election or for the consideration
of any question shall consist of a majority of the directors then
in office, but in any case not less than two directors; but any
meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is present,
and the meeting may be held as adjourned without further notice.
When a quorum is present at any meeting, the votes of a majority
of the directors present and voting shall be requisite and
sufficient for election to any office, and a majority of the
directors present and voting shall decide any question brought
before such meeting, except in any case where a larger vote is
required by law, by the certificate of incorporation or by these
by-laws.
ARTICLE XIV
Consent by Directors or Committees
To the extent permitted by law, whenever a vote or
resolution at a meeting of the board of directors or of any
committee thereof is required or permitted to be taken in
connection with any corporate action by any provision of law or
of the certificate of incorporation or of these by-laws, such
meeting and such vote or resolution may be dispensed with and
such corporate action may be taken without such meeting, vote or
resolution, if a written consent to such corporate action is
signed by all members of the board or of such committee, as the
case may be, and such written consent if filed with the minutes
of the proceedings of the board or of such committee.
ARTICLE XV
The officers of the corporation shall be a chairman of the
board, a president, a treasurer, a secretary, and such other
officers, if any, as the board of directors may in its discretion
elect. The chairman of the board and the president shall be
chosen from among the directors. The board of directors may
delegate to the chief executive officer the authority to appoint
assistant vice presidents, assistant treasurers, assistant
secretaries and such agents, if any, as he may in his discretion
determine to appoint. So far as is permitted by law any two or
more offices may be held by the same person. The chief executive
officer may appoint such officers of the divisions of the
corporation as he in his discretion shall determine, the officers
of divisions not being officers of the corporation. Officers of
the divisions may also be appointed officers of the corporation
by the board of directors or by the chief executive officer as
above provided.
Subject to law, to the certificate of incorporation and to
the other provisions of these by-laws, each officer elected by
the board of directors or appointed by the chief executive
officer shall have, in addition to the duties and powers herein
set forth, such duties and powers as are commonly incident to his
office and such duties and powers as the board of directors or
the chief executive officer may from time to time designate.
Officers elected by the board of directors shall be elected
annually at its first meeting following the annual meeting of the
stockholders. Officers appointed by the chief executive officer
shall be appointed annually by the chief executive officer on the
day of the annual meeting of the stockholders. Additional
officers may be elected by the board of directors or appointed by
the chief executive officer at any time.
Each officer elected by the board of directors shall hold
office until the first meeting of the board of directors
following the next annual meeting of the stockholders and until
his successor is elected or appointed and qualified, or until he
sooner dies, resigns, is removed or replaced or becomes
disqualified. Each officer and agent appointed by the chief
executive officer shall retain his authority at the pleasure of
the chief executive officer.
ARTICLE XVI
Chairman of the Board of Directors
The chairman of the board shall participate in matters of
planning and policy, both financial and operational. The
chairman shall preside at all meetings of the stockholders and of
the board of directors at which he is present, except that in the
absence of the chairman, or at the request of the chairman, the
president shall preside. The chairman shall have such other
duties and powers as may be designated from time to time by the
board of directors.
ARTICLE XVII
President
The president shall be the chief executive officer of the
corporation with ultimate responsibility for the corporation's
planning and operations, both financial and operational subject
to the policies and direction of the board of directors.
ARTICLE XVIII
Chief Financial Officer
The chief financial officer is responsible for execution of
all financial policies, plans, procedures and controls of the
corporation, and the maintenance of books and records with
respect thereto, including accounting and treasury functions,
internal audit, budgets, borrowings, securities offerings,
investments, tax reporting and financial reporting all subject to
the control of the board of directors, the president and the
chairman of the board. The chief financial officer shall have
such other duties and powers as may be designated from time to
time by the board of directors, the president or the chairman.
ARTICLE XIX
Secretary and Treasurer
The secretary shall record all the proceedings of the
meetings of the stockholders and the board of directors, in a
book or books to be kept for that purpose, and in his absence
from any such meeting a temporary secretary shall be chosen who
shall record the proceedings thereof.
The secretary shall have charge of the stock ledger (which
may, however, be kept by any transfer agent or agents of the
corporation), an original or duplicate of which shall at all
times during the usual hours for business be open to the
examination of every stockholder at the principal office of the
corporation. The secretary shall have such other duties and
powers as may be designated from time to time by the board of
directors or by the chief executive officer.
The treasurer shall be in charge of the funds and valuable
papers of the corporation and shall have such other duties and
powers as may be designated from time to time by the board of
directors, by the chief executive officer or by the chief
financial officer.
ARTICLE XX
Resignations and Removals
Any director or officer may resign at any time by delivering
his resignation in writing to the president or the secretary or
to a meeting of the board of directors, and such resignation
shall take effect at the time stated therein, or if no time be so
stated then upon its delivery, and without the necessity of its
being accepted unless the resignation shall so state. Except as
otherwise fixed pursuant to the provisions of Article FOURTH of
the certificate of incorporation relating to the rights of the
holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, any director may be
removed from office, without cause, only by the affirmative vote
of the holders of 66 2/3% of the combined voting power of the
then outstanding shares of stock entitled to vote generally in
the election of directors, voting together as a single class.
The board of directors may at any time, by vote of a majority of
the directors present and voting, terminate or modify the
authority of any agent.
ARTICLE XXI
Vacancies
Except as otherwise fixed pursuant to the provisions of
Article FOURTH of the certificate of incorporation relating to
the rights of the holders of any class or series of stock having
a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances,
newly created directorships resulting from any increase in the
number of directors and any vacancies on the board of directors
resulting from death, resignation, disqualification, removal or
other cause shall be filled solely by the affirmative vote of a
majority of the remaining directors then in office, even though
less than a quorum of the board of directors, or by a sole
remaining director. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the
full term of the Class of directors in which the new directorship
was created or the vacancy occurred and until such director's
successor shall have been elected and qualified. No decrease in
the number of directors constituting the board of directors shall
shorten the term of any incumbent director. If the office of any
officer becomes vacant, by reason of death, resignation, removal
or disqualification, a successor may be elected or appointed by
the board of directors by vote of a majority of the directors
present and voting. Each such successor officer shall hold
office for the unexpired term, and until his successor shall be
elected or appointed and qualified, or until he sooner dies,
resigns, is removed or replaced or becomes disqualified. The
board of directors shall have and may exercise all its powers
notwithstanding the existence of one or more vacancies in the
whole board, subject to any requirements of law or of the
certificate of incorporation or of these by-laws as to the number
of directors required for a quorum or for any vote, resolution or
other action.
ARTICLE XXII
Waiver of Notice
Whenever any notice is required to be given by law or under
the provisions of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein or otherwise fixed for the meeting or other event
for which notice is waived, shall be deemed equivalent to such
notice.
ARTICLE XXIII
Certificates of Stock
Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the
corporation by, the president or a vice president and by the
treasurer or an assistant treasurer or the secretary or an
assistant secretary of the corporation, certifying the number of
shares owned by him in the corporation; provided, however, that
where such certificate is signed (1) by a transfer agent or an
assistant transfer agent or (2) by a transfer clerk acting on
behalf of the corporation and a registrar, the signature of the
president, vice president, treasurer, assistant treasurer,
secretary or assistant secretary may be facsimile. In case any
officer or officers who shall have signed or whose facsimile
signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or
officers of the corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to
be such officer or officers of the corporation, and any such
issue and delivery shall be regarded as an adoption by the
corporation of such certificate or certificates. Certificates of
stock shall be in such form as shall, in conformity to law, be
prescribed from time to time by the board of directors.
ARTICLE XXIV
Transfer of Shares of Stock
Subject to applicable restrictions upon transfer, if any,
title to a certificate of stock and to the shares represented
thereby shall be transferred only by delivery of the certificate
properly endorsed, or by delivery of the certificate accompanied
by a written assignment of the same, or a written power of
attorney to sell, assign or transfer the same or the shares
represented thereby, properly executed; but the person registered
on the books of the corporation as the owner of shares shall have
the exclusive right to receive the dividends thereon and, except
as provided in Article VII with respect to stock which has been
pledged, to vote thereon as such owner or to give any consent
permitted by law, and shall be held liable for such calls and
assessments, if any, as may lawfully be made thereon, and except
only as may be required by law, may in all respects be treated by
the corporation as the exclusive owner thereof. It shall be the
duty of each stockholder to notify the corporation of his post
office address.
ARTICLE XXV
Transfer Books; Record Date
The board of directors shall have power to close the stock
transfer books of the corporation for a period not exceeding
fifty days preceding the date of any meeting of stockholders or
the date for payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or for a period of
not exceeding fifty days in connection with obtaining the consent
of stockholders for any purpose; provided, however, that in lieu
of closing the stock transfer books as aforesaid, the board of
directors may fix in advance a date, not exceeding fifty days
preceding the date of any meeting of stockholders, or any other
of the above mentioned events, or a date in connection with
obtaining such consent, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such
meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights,
or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders 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 and any
adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights,
or to give such consent, 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.
ARTICLE XXVI
Loss of Certificates
In the case of the alleged loss or destruction or the
mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms in conformity with
law as the board of directors may prescribe.
ARTICLE XXVII
Seal
The corporate seal of the corporation shall, subject to
alteration by the board of directors, consist of a flat-faced
circular die with the word "Delaware", together with the name of
the corporation and the year of its organization, cut or engraved
thereon. The corporate seal of the corporation may be used by
causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE XXVIII
Execution of Papers
Except as the board of directors may generally or in
particular cases authorize the execution thereof in some other
manner, all deeds, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations made, accepted or endorsed
by the corporation shall be signed by the president or by one of
the vice presidents or by the treasurer.
ARTICLE XXIX
Fiscal Year
Except as from time to time otherwise provided by the board
of directors, the fiscal year of the corporation shall terminate
on the last Saturday in January of each year.
ARTICLE XXX
Amendments
The board of directors and the stockholders shall each have
the power to adopt, alter, amend and repeal these by-laws; and
any by-laws adopted by the directors or the stockholders under
the powers conferred hereby may be altered, amended or repealed
by the directors or by the stockholders; provided, however, that
these by-laws shall not be altered, amended or repealed by action
of the stockholders, and no by-law shall be adopted by action of
the stockholders, without the affirmative vote of the holders of
at least 66 2/3% of the voting power of all the shares of the
corporation entitled to vote generally in the election of
directors, voting together as a single class.