Exhibit 3(ii)
-------------
By-laws
of
Honeywell International Inc.
Amended as of
May 26, 2000
TABLE OF CONTENTS
ARTICLE I-OFFICES......................................................1
SECTION 1. Registered Office........................................1
SECTION 2. Other Offices............................................1
ARTICLE II-MEETINGS OF STOCKHOLDERS....................................1
SECTION 1. Place of Meetings........................................1
SECTION 2. Annual Meetings..........................................1
SECTION 3. Special Meetings.........................................1
SECTION 4. Notice of Meetings.......................................1
SECTION 5. Quorum...................................................2
SECTION 6. Order of Business........................................2
SECTION 7. Voting...................................................2
SECTION 8. Inspectors...............................................2
ARTICLE III-DIRECTORS..................................................3
SECTION 1. Powers...................................................3
SECTION 2. Number, Election and Terms...............................3
SECTION 3. Advance Notice of Stockholder Business and Nominations...3
SECTION 4. Place of Meetings........................................6
SECTION 5. Regular Meetings.........................................6
SECTION 6. Special Meetings.........................................6
SECTION 7. Notice of Meetings.......................................6
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SECTION 8. Quorum and Manner of Acting..............................7
SECTION 9. Resignation..............................................7
SECTION 10. Removal of Directors.....................................7
SECTION 11. Compensation of Directors................................7
ARTICLE IV-COMMITTEES OF THE BOARD.....................................7
SECTION 1. Appointment of Powers of Audit Committee.................7
SECTION 2. Other Committees.........................................8
SECTION 3. Action by Consent, Participation by Telephone or Similar
Equipment..............................................8
SECTION 4. Changes in Committees; Resignations; Removals............9
ARTICLE V-OFFICERS.....................................................9
SECTION 1. Number and Qualifications................................9
SECTION 2. Resignations.............................................9
SECTION 3. Removal..................................................9
SECTION 4. Vacancies...............................................10
SECTION 5. Chairman of the Board...................................10
SECTION 6. Vice Chairman of the Board..............................10
SECTION 7. Chief Executive Officer.................................10
SECTION 8. President...............................................10
SECTION 9. Vice Presidents.........................................10
SECTION 10. General Counsel.........................................10
SECTION 11. Treasurer...............................................11
SECTION 12. Secretary...............................................11
SECTION 13. Controller..............................................11
SECTION 14. Bonds of Officers.......................................11
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SECTION 15. Compensation............................................11
SECTION 16. Officers of Operating Companies or Divisions............12
SECTION 17. Provisions Relating to Michael R. Bonsignore............12
ARTICLE VI-CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC....................12
SECTION 1. Contracts...............................................12
SECTION 2. Checks, etc.............................................12
SECTION 3. Loans...................................................13
SECTION 4. Deposits................................................13
ARTICLE VII-CAPITAL STOCK.............................................13
SECTION 1. Stock Certificates and Uncertificated Shares............13
SECTION 2. List of Stockholders Entitled to Vote...................13
SECTION 3. Stock Ledger............................................14
SECTION 4. Transfers of Capital Stock..............................14
SECTION 5. Lost Certificates.......................................14
SECTION 6. Fixing of Record Date...................................14
SECTION 7. Registered Owners.......................................15
ARTICLE VIII-FISCAL YEAR..............................................15
ARTICLE IX-SEAL.......................................................15
ARTICLE X-WAIVER OF NOTICE............................................15
ARTICLE XI-AMENDMENTS.................................................15
ARTICLE XII-EMERGENCY BY-LAWS.........................................16
SECTION 1. Emergency Board of Directors............................16
SECTION 2. Membership of Emergency Board of Directors..............16
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SECTION 3. Powers of the Emergency Board...........................16
SECTION 4. Stockholders' Meeting...................................16
SECTION 5. Emergency Corporate Headquarters........................17
SECTION 6. Limitation of Liability.................................17
iv
By-Laws
of
Honeywell International Inc.
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of
Honeywell International Inc. (hereinafter called the
Corporation) within the State of Delaware shall be in the City
of Wilmington, County of New Castle.
SECTION 2. Other Offices. The Corporation may also have an
office or offices and keep the books and records of the
Corporation, except as may otherwise be required by law, in
such other place or places, either within or without the State
of Delaware, as the Board of Directors of the Corporation
(hereinafter called the Board) may from time to time determine
or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of Stockholders
of the Corporation shall be held at the registered office of
the Corporation in the State of Delaware or at such other
place, within or without the State of Delaware, as may from
time to time be fixed by the Board or specified or fixed in the
respective notices or waivers of notice thereof.
SECTION 2. Annual Meetings. The annual meeting of
Stockholders of the Corporation for the election of directors
and for the transaction of any other proper business shall be
held at 10:00 a.m. on the last Monday of April of each year, or
on such other date and at such other time as may be fixed by
the Board. If the annual meeting for the election of directors
shall not be held on the day designated, the Board shall cause
the meeting to be held as soon thereafter as convenient.
SECTION 3. Special Meetings. Special meetings of
Stockholders, unless otherwise provided by law, may be called
at any time by the Board pursuant to a resolution adopted by a
majority of the then authorized number of directors (as
determined in accordance with Section 2 of Article III of these
By-laws), or by the Chief Executive Officer. Any such call
must specify the matter or matters to be acted upon at such
meeting and only such matter or matters shall be acted upon
thereat.
SECTION 4. Notice of Meetings. Notice of each meeting of
Stockholders, annual or special, shall be in writing, shall
state the place, date and hour of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the
meeting is called. Unless otherwise provided by law, the
written notice of any meeting shall be given not less than 10
nor more than 60 days before the date of the meeting to each
Stockholder entitled to vote at the meeting. If mailed, notice
is given when deposited in the United States mail, postage
prepaid, directed to the Stockholder at his address as it
appears on the records of the
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Corporation. Unless (i) the adjournment is for more than 30 days,
or (ii) the Board shall fix a new record date for any adjourned
meeting after the adjournment, notice of an adjourned meeting need
not be given if the time and place to which the meeting shall be
adjourned were announced at the meeting at which the adjournment
was taken.
SECTION 5. Quorum. At each meeting of Stockholders of the
Corporation, the holders of a majority of the shares of capital
stock of the Corporation entitled to vote at the meeting,
present in person or represented by proxy, shall constitute a
quorum for the transaction of business, except as otherwise
provided by law. In the absence of a quorum, the chairman of
the meeting or a majority in interest of those present in
person or represented by proxy and entitled to vote at the
meeting may adjourn the meeting from time to time until a
quorum shall be present.
SECTION 6. Order of Business. The order of business at all
meetings of Stockholders shall be as determined by the chairman
of the meeting.
SECTION 7. Voting. Except as otherwise provided in the
Certificate of Incorporation, at each meeting of Stockholders,
every Stockholder of the Corporation shall be entitled to one
vote for every share of capital stock standing in his name on
the stock record of the Corporation (i) at the time fixed
pursuant to Section 6 of Article VII of these By-laws as the
record date for the determination of Stockholders entitled to
vote at such meeting, or (ii) if no such record date shall have
been fixed, then at the close of business on the day next
preceding the day on which notice thereof shall be given. At
each meeting of Stockholders, except as otherwise provided by
law or in the Certificate of Incorporation or these By-laws, in
all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or
represented by proxy and entitled to vote on the subject matter
shall be the act of the Stockholders.
SECTION 8. Inspectors. In advance of any meeting of
Stockholders, the Board shall appoint one or more inspectors to
act at the meeting and make a written report thereof and may
designate one or more alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is
able to act at a meeting, the chairman of the meeting shall
appoint one or more inspectors to act at the meeting. Each
inspector shall take and sign such oath and perform such duties
as shall be required by law and may perform such other duties
not inconsistent therewith as may be requested by the
Corporation.
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ARTICLE III
DIRECTORS
SECTION 1. Powers. The business and affairs of the
Corporation shall be managed by or under the direction of the
Board. The Board may exercise all such authority and powers of
the Corporation and do all such lawful acts and things as are
not by law or otherwise directed or required to be exercised or
done by the Stockholders.
SECTION 2. Number, Election and Terms. The authorized
number of directors may be determined from time to time by vote
of a majority of the then authorized number of directors or by
the affirmative vote of the holders of at least 80% of the
voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of
directors, voting together as a single class; provided,
however, that such number shall not be less than 13 nor more
than 23, and that such number shall automatically be increased
by two in the event of default in the payment of dividends on
the Preferred Stock under the circumstances described in the
Certificate of Incorporation. The directors, other than those
who may be elected by the holders of the Preferred Stock of the
Corporation pursuant to the Certificate of Incorporation, shall
be classified with respect to the time for which they severally
hold office, into three classes, as nearly equal in number as
possible, as determined by the Board, one class to be
originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1986, another class to be originally
elected for a term expiring at the annual meeting of
Stockholders to be held in 1987, and another class to be
originally elected for a term expiring at the annual meeting of
Stockholders to be held in 1988, with the members of each class
to hold office until their successors have been elected and
qualified. At each annual meeting of Stockholders, the
successors of the class of directors whose term expires at that
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. Except as otherwise
provided in the Certificate of Incorporation, newly created
directorships resulting from any increase in the number of
directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of the remaining
directors then in office, even if less than a quorum of the
Board, or by a sole remaining director. Any director elected
in accordance with the preceding sentence shall hold office
until the annual meeting of Stockholders at which the term of
office of the class to which such director has been elected
expires and until such director's successor shall have been
elected and qualified. No decrease in the number of directors
constituting the Board shall shorten the term of any incumbent
director.
SECTION 3. Advance Notice of Stockholder Business and
Nominations.
a) Annual Meeting of Stockholders.
(i) Nominations of persons for election to the Board
of Directors of the Corporation and the proposal of
business to be considered by the Stockholders may be made
at an annual meeting of Stockholders as follows:
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a) pursuant to the Corporation's notice of meeting;
b) by or at the direction of the Board of Directors; or
c) by any Stockholder of the Corporation who was a
Stockholder of record at the time of giving notice
provided for in this by-law, who is entitled to vote
at the meeting and who complied with the notice
procedures set forth in this by-law.
(ii) For nominations or other business to be properly
brought before an annual meeting by a Stockholder pursuant
to clause c) of paragraph (a)(i) of this by-law, the
Stockholder must have given timely notice thereof in
writing to the Secretary, of the Corporation, and such
other business must be a proper matter for Stockholder
action. To be timely, a Stockholder's notice shall be
delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of
business on the 90th day nor earlier than the close of
business on the 120th day 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
more than 30 days before or more than 60 days after such
anniversary date, notice by the Stockholder to be timely
must be so delivered not earlier than the close of
business on 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. 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's
notice as described above. Such Stockholder's notice shall
set forth:
a) as to each person whom the Stockholder
proposes to nominate for election or reelection as a
director, all information relating to such person
that is required to be disclosed in solicitations of
proxies for election of directors in an election
contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
and Rule 14a-11 thereunder (including such person's
written consent to be named in the proxy statement as
a nominee and to serve as a director if elected);
b) as to any other business that the
Stockholder proposes to bring before the meeting, a
brief description of the business desired to be
brought before the meeting, the reasons for
conducting such business at the meeting and any
material interest in such business of such
Stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and
c) as to the Stockholder giving notice and the
beneficial owner, if any, on whose behalf the
nomination or proposal is made i) the name and
address of such Stockholder, as they appear on the
Corporation's books, and of such beneficial owner and
ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such
Stockholder and such beneficial owner.
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(iii) Notwithstanding anything in the second
sentence of paragraph (a)(ii) of this by-law 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 100 days prior to the first anniversary of the
preceding year's annual meeting, a Stockholder's notice
required by this by-law 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 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.
a) Special Meetings of Stockholders. 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. 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 (i)
by or at the direction of the Board of Directors or
(ii) by any Stockholder of the Corporation who is a
Stockholder of record at the time of giving of notice
provided for in this by-law, who shall be entitled to
vote at the meeting and who complies with the notice
procedures set forth in this by-law. In the event
the Corporation calls a special meeting of
Stockholders for the purpose of electing one or more
directors to the Board of Directors, 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 paragraph
(a)(iii) of this by-law shall be delivered to the
Secretary at the principal executive offices of the
Corporation not earlier than the close of business on
the 120th day prior to such special meeting and not
later than the close of business on the later of the
90th day prior to such special meeting or the 10th
day following the day on which public announcement is
first made of the date of the special meeting and of
the nominees proposed by the Board of Directors to be
elected at such meeting. In no event shall the
public announcement of an adjournment of a special
meeting commence a new time period for the giving of
a Stockholder's notice as described above.
b) General.
(i) Only such persons who are nominated in
accordance with the procedures set forth in this
by-law shall be eligible to serve as directors
and only such business shall be conducted at a
meeting of Stockholders as shall have been
brought before the meeting in accordance with
the procedures set forth in this by-law. Except
as otherwise provided by law or the by-laws of
the Corporation, the
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Chairman of the meeting shall have the power and
duty to determine whether a nomination or any
business proposed to be brought before the meeting
was made, or proposed, as the case may be, in
accordance with the procedures set forth in this
by-law and, if any proposed nomination or business
is not in compliance with this by-law, to declare
that such defective proposal or nomination shall
be disregarded.
(ii) For purposes of this by-law, "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 Exchange Act.
(iii) Notwithstanding the foregoing provisions
of this by-law, a Stockholder shall also comply with
all applicable requirements of the Exchange Act and
the rules and regulations thereunder with respect to
the matters set forth in this by-law. Nothing in this
by-law shall be deemed to affect any rights of a)
Stockholders to request inclusion in proposals in
the Corporation's proxy statement pursuant to Rule
14a-8 under the Exchange Act or b) the holders of
any series of Preferred Stock to elect directors
under specified circumstances.
SECTION 4. Place of Meetings. Meetings of the Board shall
be held at such place, within or without the State of Delaware,
as the Board may from time to time determine or as shall be
specified or fixed in the notice or waiver of notice of any
such meeting.
SECTION 5. Regular Meetings. Regular meetings of the Board
shall be held in accordance with a yearly meeting schedule as
determined by the Board; or such meetings may be held on such
other days and at such other times as the Board may from time
to time determine. Notice of regular meetings of the Board
need not be given except as otherwise required by these By-
laws.
SECTION 6. Special Meetings. Special meetings of the Board
may be called by the Chief Executive Officer and shall be
called by the Secretary at the request of any two of the other
directors.
SECTION 7. Notice of Meetings. Notice of each special
meeting of the Board (and of each regular meeting for which
notice shall be required), stating the time, place and purposes
thereof, shall be mailed to each director, addressed to him at
his residence or usual place of business, or shall be sent to
him by telex, cable or telegram so addressed, or shall be given
personally or by telephone, on 24 hours' notice, or such
shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances.
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SECTION 8. Quorum and Manner of Acting. The presence of at
least a majority of the authorized number of directors shall
constitute a quorum for the transaction of business at any
meeting of the Board. If a quorum shall not be present at any
meeting of the Board, a majority of the directors present
thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum
shall be present. Except where a different vote is required by
law or the Certificate of Incorporation or these By-laws, the
vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board. Any
action required or permitted to be taken by the Board may be
taken without a meeting if all the directors consent thereto in
writing and the writing or writings are filed with the minutes
of proceedings of the Board. Any one or more directors may
participate in any meeting of the Board by means of conference
telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person
at a meeting of the Board.
SECTION 9. Resignation. Any director may resign at any time
by giving written notice to the Chairman of the Board, the
Chief Executive Officer or the Secretary, which notice shall be
deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or at
any later time specified therein.
SECTION 10. Removal of Directors. Subject to the rights of
the holders of Preferred Stock, any director may be removed
from office only for cause by the affirmative vote of the
holders of at least 80% of the voting power of all shares of
the Corporation entitled to vote generally in the election of
directors, voting together as a single class.
SECTION 11. Compensation of Directors. The Board may provide
for the payment to any of the directors, other than officers or
employees of the Corporation, of a specified amount for
services as a director or member of a committee of the Board,
or of a specified amount for attendance at each regular or
special Board meeting or committee meeting, or of both, and all
directors shall be reimbursed for expenses of attendance at any
such meeting; provided, however, that nothing herein contained
shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV
COMMITTEES OF THE BOARD
SECTION 1. Appointment and Powers of Audit Committee. The
Board shall, by resolution adopted by the affirmative vote of a
majority of the authorized number of directors, designate an
Audit Committee of the Board, which shall consist of such
number of directors as the Board may determine and shall be
comprised solely of directors independent of management and
free from any relationship that, in the opinion of the Board,
would interfere with the exercise of independent judgment as a
committee member. The Audit Committee shall (i) make recommenda-
tions to the Board as to the independent accountants to be
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appointed by the Board; (ii) review with the independent
accountants the scope of their examination; (iii) receive the
reports of the independent accountants and meet with
representatives of such accountants for the purpose of
reviewing and considering questions relating to their
examination and such reports; (iv) review, either directly or
through the independent accountants, the internal accounting
and auditing procedures of the Corporation and (v) perform such
other functions as may be assigned to it from time to time by
the Board. The Audit Committee may determine its manner of
acting and fix the time and place of its meetings, unless the
Board shall otherwise provide. A majority of the members of
the Audit Committee shall constitute a quorum for the
transaction of business by the committee and the vote of a
majority of the members of the committee present at a meeting
at which a quorum is present shall be the act of the committee.
SECTION 2. Other Committees. The Board may, by the
affirmative vote of a majority of the authorized number of
directors, designate members of the Board to constitute an
Executive Committee, a Management Development and Compensation
Committee and other committees of the Board, which shall in
each case consist of such number of directors as the Board may
determine, and shall have and may exercise, to the extent
permitted by law, such powers and authority as the Board may by
resolution delegate to them and may authorize the seal of the
Corporation to be affixed to all papers which require it. Each
such committee may determine its manner of acting and fix the
time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of any such
committee shall constitute a quorum for the transaction of
business by the committee and the vote of a majority of the
members of such committee present at a meeting at which a
quorum is present shall be the act of the committee.
SECTION 3. Action by Consent; Participation by Telephone or
Similar Equipment. Unless the Board shall otherwise provide,
any action required or permitted to be taken by any committee
may be taken without a meeting if all members of the committee
consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the committee. Unless
the Board shall otherwise provide, any one or more members of
any committee may participate in any meeting of the committee
by means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other. Participation by such means shall
constitute presence in person at a meeting of the committee.
SECTION 4. Changes in Committees; Resignations; Removals.
The Board shall have power, by the affirmative vote of a
majority of the authorized number of directors, at any time to
change the members of, to fill vacancies in, and to discharge
any committee of the Board. Any member of any such committee
may resign at any time by giving written notice to the Chairman
of the Board, the Chief Executive Officer, the Chairman of such
committee or the Secretary, which notice shall be deemed to
constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time
specified therein. Any member of any such committee may be
removed at any time, either with or without cause, by the
affirmative vote of a majority of the authorized number of
directors at any
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meeting of the Board, provided such removal shall have been
referred to in the notice of such meeting.
ARTICLE V
OFFICERS
SECTION 1. Number and Qualifications. The officers of the
Corporation may include a Chairman of the Board, Vice Chairman
of the Board, Chief Executive Officer, President, one or more
Vice Presidents, General Counsel, Treasurer, Secretary and
Controller; provided, however, that any one or more of the
foregoing offices may remain vacant from time to time, except
as otherwise required by law. So far as practicable, the
officers shall be elected annually on the day of the annual
meeting of Stockholders. Each officer shall hold office until
the next annual election of officers and until his successor is
elected and qualified, or until his death or retirement, or
until he shall have resigned or been removed in the manner
hereinafter provided. The same person may hold more than one
office. The Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer and the President shall be
elected from among the directors. The Board may from time to
time elect or appoint such other officers or agents as may be
necessary or desirable for the business of the Corporation.
Such other officers and agents shall have such titles and
duties and shall hold their offices for such terms as may be
prescribed by the Board. The Chief Executive Officer may
appoint one or more Deputy, Associate or Assistant officers, or
such other agents as may be necessary or desirable for the
business of the Corporation. In case one or more Deputy,
Associate or Assistant officers shall be appointed, the officer
such appointee assists may delegate to him the authority to
perform such of the officer's duties as the officer may
determine.
SECTION 2. Resignations. Any officer may resign at any time
by giving written notice to the Chairman of the Board, the
Chief Executive Officer or the Secretary, which notice shall be
deemed to constitute notice to the Corporation. Such
resignation shall take effect upon receipt of such notice or at
any later time specified therein.
SECTION 3. Removal. Any officer or agent may be removed,
either with or without cause, at any time, by the Board at any
meeting, provided such removal shall have been referred to in
the notice of such meeting; provided, further, that the Chief
Executive Officer may remove any agent appointed by the Chief
Executive Officer.
SECTION 4. Vacancies. Any vacancy among the officers,
whether caused by death, resignation, removal or otherwise,
shall be filled in the manner prescribed for election to such
office.
SECTION 5. Chairman of the Board. The Chairman of the Board
shall, if present, preside at all meetings of the Board and, in
the absence of the Chief Executive Officer, at all meetings of
the Stockholders. He shall perform the duties incident to the
office of the Chairman of the Board and all such other duties
as are specified in these By-laws or as shall be assigned to
him from time to time by the Board.
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SECTION 6. Vice Chairman of the Board. The Vice Chairman of
the Board shall, if present, preside at all meetings of the
Board at which the Chairman of the Board shall not be present
and at all meetings of the Stockholders at which neither the
Chief Executive Officer nor the Chairman of the Board shall be
present. He shall perform such other duties as shall be
assigned to him from time to time by the Board or the Chief
Executive Officer.
SECTION 7. Chief Executive Officer. The Chief Executive
Officer shall, if present, preside at all meetings of the
Stockholders. He shall have, under the control of the Board,
general supervision and direction of the business and affairs
of the Corporation. He shall at all times see that all
resolutions or determinations of the Board are carried into
effect. He may from time to time appoint, remove or change
members of and discharge one or more advisory committees, each
of which shall consist of such number of persons (who may, but
need not, be directors or officers of the Corporation), and
have such advisory duties, as he shall determine. He shall
perform the duties incident to the office of the Chief
Executive Officer and all such other duties as are specified in
these By-laws or as shall be assigned to him from time to time
by the Board.
SECTION 8. President. The President shall be the chief
operating officer of the Corporation and shall perform such
duties as shall be assigned to him from time to time by the
Board or the Chief Executive Officer.
SECTION 9. Vice Presidents. The Board shall, if it so
determines, elect one or more Vice Presidents (with such
additional titles as the Board may prescribe), each of whom
shall perform such duties as shall be assigned to him from time
to time by the Chief Executive Officer or such other officer to
whom the Vice President reports.
SECTION 10. General Counsel. The General Counsel shall be
the chief legal officer of the Corporation and the head of its
legal department. He shall, in general, perform the duties
incident to the office of General Counsel and all such other
duties as may be assigned to him from time to time by the Chief
Executive Officer.
SECTION 11. Treasurer. The Treasurer shall have charge and
custody of all funds and securities of the Corporation, shall
keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation, shall deposit all funds
of the Corporation in such depositaries as may be designated
pursuant to these By-laws, shall receive, and give receipts
for, moneys due and payable to the Corporation from any source
whatsoever, shall disburse the funds of the Corporation and
shall render to all regular meetings of the Board, or whenever
the Board may require, an account of all his transactions as
Treasurer. He shall, in general, perform all the duties
incident to the office of Treasurer and all such other duties
as may be assigned to him from time to time by the Chief
Executive Officer or such other officer to whom the Treasurer
reports.
SECTION 12. Secretary. The Secretary shall, if present, act
as secretary of all meetings of the Board, the Executive
Committee and other committees of the Board and the
Stockholders and shall have the duty to record the proceedings
of such meetings in one or
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more books provided for that purpose. He shall see that all
notices are duly given in accordance with these By-laws and
as required by law, shall be custodian of the seal of the
Corporation and shall affix and attest the seal to all documents
to be executed on behalf of the Corporation under its seal.
He shall, in general, perform all the duties incident to the
office of Secretary and all such other duties as may be assigned
to him from time to time by the Chief Executive Officer or such
other officer to whom the Secretary reports.
SECTION 13. Controller. The Controller shall have control
of all the books of account of the Corporation, shall keep a
true and accurate record of all property owned by it, its debts
and of its revenues and expenses, shall keep all accounting
records of the Corporation (other than the accounts of receipts
and disbursements and those relating to the deposit or custody
of funds and securities of the Corporation, which shall be kept
by the Treasurer) and shall render to the Board, whenever the
Board may require, an account of the financial condition of the
Corporation. He shall, in general, perform all the duties
incident to the office of Controller and all such other duties
as may be assigned to him from time to time by the Chief
Executive Officer or such other officer to whom the Controller
reports.
SECTION 14. Bonds of Officers. If required by the Board,
any officer of the Corporation shall give a bond for the
faithful discharge of his duties in such amount and with such
surety or sureties as the Board may require.
SECTION 15. Compensation. The salaries of the officers shall
be fixed from time to time by the Board; provided, however,
that the Chief Executive Officer may fix or delegate to others
the authority to fix the salaries of any agents appointed by
the Chief Executive Officer.
SECTION 16. Officers of Operating Companies or Divisions.
The Chief Executive Officer shall have the power to appoint,
prescribe the terms of office, the responsibilities and duties
and salaries of, and remove, the officers of the operating
companies or divisions other than those who are officers of the
Corporation.
SECTION 17. Provisions Relating to Michael R. Bonsignore.
Pursuant to the terms of the Agreement and Plan of Merger,
dated June 4, 1999, among Honeywell Inc., the Corporation and
Blossom Acquisition Corp. (the "Merger Agreement") and the
employment agreement referred to in Section 6.7 of the Merger
Agreement (the "Employment Agreement") Michael R. Bonsignore
has been elected Chief Executive Officer of the Corporation
effective as of the effective time of the merger contemplated
by the Merger Agreement and Chairman of the Board effective as
of April 1, 2000 (or such earlier date as Lawrence A. Bossidy
shall retire as Chairman). Notwithstanding anything in these By-
laws to the contrary, until the second anniversary of the
effective time of the merger, (i) the removal of Michael R.
Bonsignore from the position of Chief Executive Officer or
Chairman of the Board, (ii) prior to the effective date of his
election as Chairman of the Board, the reversal of such
election, (iii) any change in Michael R. Bonsignore's duties
and responsibilities as set forth in the Employment Agreement
not concurred in by him, or (iv) any amendment to, or
modification of, this Section 17 by the Board, shall require
the affirmative vote of at least 75% of the members of the
Board (excluding the Chief Executive Officer); provided,
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however, that if, at any time prior to such second anniversary,
the persons (other than the Chief Executive Officer) designated
by Honeywell Inc. pursuant to Section 2.2(a) of the Merger
Agreement (the "Merger Agreement Designees") shall represent
less than 25% of the members of the Board (excluding the Chief
Executive Officer), then, such removal, amendment, reversal or
modification, as applicable, shall require, in addition to the
vote of the Board otherwise required therefor by this Section
17, the affirmative vote of at least one Merger Agreement
Designee.
ARTICLE VI
CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC
SECTION 1. Contracts. The Board may authorize any officer
or officers, agent or agents, in the name and on behalf of the
Corporation, to enter into any contract or to execute and
deliver any instrument, which authorization may be general or
confined to specific instances; and, unless so authorized by
the Board, no officer, agent or employee shall have any power
or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or for any amount.
SECTION 2. Checks, etc. All checks, drafts, bills of
exchange or other orders for the payment of money out of the
funds of the Corporation, and all notes or other evidences of
indebtedness of the Corporation, shall be signed in the name
and on behalf of the Corporation in such manner as shall from
time to time be authorized by the Board, which authorization
may be general or confined to specific instances.
SECTION 3. Loans. No loan shall be contracted on behalf of
the Corporation, and no negotiable paper shall be issued in its
name, unless authorized by the Board, which authorization may
be general or confined to specific instances. All bonds,
debentures, notes and other obligations or evidences of
indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize,
which authorization may be general or confined to specific
instances.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or
other depositaries as may be selected by or in the manner
designated by the Board. The Board or its designees may make
such special rules and regulations with respect to such bank
accounts, not inconsistent with the provisions of these By-
laws, as may be deemed expedient.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Stock Certificates and Uncertificated Shares. The
shares of the Corporation may be represented by certificates or
may be uncertificated. Each Stockholder shall be entitled to
have, in such form as shall be approved by the Board, a
certificate or certificates signed by the Chairman of the Board
or the Vice Chairman of the Board or the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary representing the number of
shares of capital stock of the Corporation
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owned by such Stockholder. Any or all of the signatures
on any such certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any such certificate shall have
ceased to be such before such certificate is issued, such
certificate may be issued by the Corporation with the same effect
as if such officer, transfer agent or registrar had been such at
the date of its issue. Absent a specific request for such a
certificate by the registered owner or transferee thereof,
all shares may be uncertificated upon the original issuance
thereof by the Corporation or upon surrender of the certificate
representing such shares to the Corporation or its transfer agent.
SECTION 2. List of Stockholders Entitled to Vote. The
officer of the Corporation who has charge of the stock ledger
of the Corporation shall prepare or cause to have prepared, at
least 10 days before every meeting of Stockholders, a complete
list of the Stockholders entitled to vote at the meeting,
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, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10
days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any Stockholder
of the Corporation who is present.
SECTION 3. Stock Ledger. The stock ledger of the Corporation
shall be the only evidence as to who are the Stockholders
entitled to examine the stock ledger, the list required by
Section 2 of this Article VII or the books of the Corporation,
or to vote in person or by proxy at any meeting of
Stockholders.
SECTION 4. Transfers of Capital Stock. Transfers of shares
of capital stock of the Corporation shall be registered on the
stock record of the Corporation, and if requested by the
registered owner or transferee thereof, a new certificate shall
be issued to the person entitled thereto, upon presentation and
surrender, with a request to register transfer, of the
certificate or certificates representing the shares properly
endorsed by the holder of record or accompanied by a separate
document signed by the holder of record containing an
assignment or transfer of the shares or a power to assign or
transfer the shares or upon presentation of proper transfer
instructions from the holder of record of uncertificated
shares. The Board may make such additional rules and
regulations as it may deem expedient concerning the issue and
transfer of certificates representing shares of the capital
stock of the Corporation.
SECTION 5. Lost Certificates. The Corporation may issue
uncertificated shares, or if requested by the registered owner,
a new certificate or cause a new certificate to be issued, in
place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed. The Corporation
may require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it 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
such new certificate.
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SECTION 6. Fixing of Record Date. 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, 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 60 nor less than 10 days before the date of
such meeting. 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. In order that the Corporation may determine
the Stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the
Stockholders 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, and which
record date shall be not more than 60 days prior to such
action.
SECTION 7. Registered Owners. Prior to due presentment for
registration of transfer of a certificate representing shares
of capital stock of the Corporation or of proper transfer
instructions with respect to uncertificated shares, the
Corporation may treat the registered owner of such shares as
the person exclusively entitled to vote, to receive dividends,
to receive notifications, and otherwise to exercise all the
rights and powers of an owner of such shares, except as
otherwise provided by law.
ARTICLE VIII
FISCAL YEAR
The Corporation's fiscal year shall coincide with the
calendar year.
ARTICLE IX
SEAL
The Corporation's seal shall be circular in form and shall
include the words "Honeywell International Inc., Delaware,
1985, Seal."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required by law, the Certificate of
Incorporation or these By-laws, to be given to any director,
member of a committee or Stockholder, a waiver thereof in
writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall
be deemed equivalent thereto. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the
Stockholders, directors, or members of a committee of directors
need be specified in any written waiver of notice.
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ARTICLE XI
AMENDMENTS
These By-laws or any of them may be amended or supplemented
in any respect at any time, either (a) at any meeting of
Stockholders, provided that any amendment or supplement
proposed to be acted upon at any such meeting shall have been
described or referred to in the notice of such meeting, or (b)
at any meeting of the Board, provided that any amendment or
supplement proposed to be acted upon at any such meeting shall
have been described or referred to in the notice of such
meeting or an announcement with respect thereto shall have been
made at the last previous Board meeting, and provided further
that no amendment or supplement adopted by the Board shall vary
or conflict with any amendment or supplement adopted by the
Stockholders. Notwithstanding the preceding sentence, the
affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required
to amend or repeal, or adopt any provisions inconsistent with,
Section 3 of Article II of these By-laws, Sections 2 or 10 of
Article III of these By-laws, or this sentence.
ARTICLE XII
EMERGENCY BY-LAWS
SECTION 1. Emergency Board of Directors. In case of an
attack on the United States or on a locality in which the
Corporation conducts its business or customarily holds meetings
of the Board or the 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 committee thereof cannot readily be
convened for action in accordance with the provisions of the By-
laws, the business and affairs of the Corporation shall be
managed by or under the direction of an Emergency Board of
Directors (hereinafter called the Emergency Board) established
in accordance with Section 2 of this Article XII.
SECTION 2. Membership of Emergency Board of Directors. The
Emergency Board shall consist of at least three of the
following persons present or available at the Emergency
Corporate Headquarters determined according to Section 5 of
this Article XII: (i) those persons who were directors at the
time of the attack or other event mentioned in Section 1 of
this Article XII, and (ii) any other persons appointed by such
directors to the extent required to provide a quorum at any
meeting of the Board. If there are no such directors present
or available at the Emergency Corporate Headquarters, the
Emergency Board shall consist of the three highest-ranking
officers or employees of the Corporation present or available
and any other persons appointed by them.
SECTION 3. Powers of the Emergency Board. The Emergency
Board will have the same powers as those granted to the Board
in these By-laws, but will not be bound by any requirement of
these By-laws which a majority of the Emergency Board believes
impracticable under the circumstances.
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SECTION 4. Stockholders' Meeting. At such time as it is
practicable to do so the Emergency Board shall call a meeting
of Stockholders for the purpose of electing directors. Such
meeting will be held at a time and place to be fixed by the
Emergency Board and pursuant to such notice to Stockholders as
it is deemed practicable to give. The Stockholders entitled to
vote at the meeting, present in person or represented by proxy,
shall constitute a quorum.
SECTION 5. Emergency Corporate Headquarters. Emergency
Corporate Headquarters shall be at such location as the Board
or the Chief Executive Officer shall determine prior to the
attack or other event, or if not so determined, at such place
as the Emergency Board may determine.
SECTION 6. Limitation of Liability. No officer, director
or employee acting in accordance with the provisions of this
Article XII shall be liable except for willful misconduct.
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