BYLAWS
OF
[LOGO OF ARMSTRONG APPEARS HERE]
ARMSTRONG WORLD INDUSTRIES, INC.
LANCASTER, PENNSYLVANIA
EFFECTIVE FEBRUARY 27, 1995
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ARTICLE I
Office
The principal office of the Company shall be in Lancaster, Pennsylvania.
All meetings of directors and stockholders shall be held at the principal
office of the Company unless the Board of Directors shall decide otherwise,
in which case such meetings may be held within or without the Commonwealth of
Pennsylvania as the Board may from time to time direct.
ARTICLE II
Stockholders' Meetings
An annual meeting of stockholders shall be held in each calendar year on
such date and at such time as may be fixed by the Board of Directors for the
purpose of electing
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directors and the transaction of such other business as may properly come before
the meeting.
Special meetings of the stockholders may be called at any time by the
President or the Board of Directors. At any time, upon written request of any
person or persons who have duly called a special meeting, it shall be the
duty of the Secretary to fix the date of the meeting, to be held not more
than sixty days after the receipt of the request, and to give due notice
thereof. If the Secretary shall neglect or refuse to fix the date of the
meeting and give notice thereof, the person or persons calling the meeting
may do so.
Special meetings of the holders of No Par Preferred Stock for the purpose
of electing directors may be called as provided in the Articles of
Incorporation, as amended.
Written notice of the place, day, and hour of all meetings of stockholders
and, in the case of a special meeting, of the general nature of the business
to be transacted, shall be given to each stockholder of record entitled to
vote at the particular meeting either personally or by sending a copy of the
notice through the mail, or by telegram, charges prepaid, to the address of
the stockholder appearing on the books of the Company or supplied by him to
the Company for the purpose of notice. Except as otherwise provided by these
bylaws or by law, such notice shall be given at least five days
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before the date of the meeting by the President, Vice President, or Secretary. A
waiver in writing of any written notice required to be given, signed by the
person entitled to such notice, whether before or after the time stated, shall
be deemed equivalent to the giving of such notice. Attendance of a person,
either in person or by proxy, at any meeting shall constitute a waiver of notice
of such meeting, except where a person attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting was not
lawfully called or convened.
Nominations of candidates for election to the Board of Directors may be made
by the Board of Directors or by any stockholder of the Company entitled to
notice of, and to vote at, any meeting called for the election of directors.
Nominations, other than those made by or on behalf of the Board of Directors of
the Company, shall be made in writing and shall be received by the Secretary of
the Company not later than (i), with respect to an election of directors to be
held at an annual meeting of stockholders, ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting and (ii), with
respect to an election of directors to be held at a special meeting of
stockholders, the close of business on the tenth (10th) day following the date
on which notice of such meeting is first given to stockholders or public
disclosure of the meet-
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ing is made, whichever is earlier. Such notification shall contain the following
information to the extent known to the notifying stockholder: (a) the name, age,
business address, and residence address of each proposed nominee and of the
notifying stockholder; (b) the principal occupation of each proposed nominee;
(c) a representation that the notifying stockholder intends to appear in person
or by proxy at the meeting to nominate the person or persons specified in the
notice; (d) the class and total number of shares of the Company that are
beneficially owned by the notifying stockholder and, if known, by the proposed
nominee; (e) the total number of shares of the Company that will be voted by the
notifying stockholder for each proposed nominee; (f) a description of all
arrangements or understandings between the notifying 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 notifying
stockholder; (g) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed with
the Securities and Exchange Commission pursuant to Rule 14(a) under the
Securities Exchange Act of 1934, as amended, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (h) the consent of each
nominee to serve as a director of the Company if so elected. Nominees
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of the Board of Directors shall, to the extent appropriate, provide the same
information about themselves as in (a) through (h) above to the Secretary of the
Company. The Company may request any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine the
qualifications of the proposed nominee to serve as a director of the Company.
Within fifteen (15) days following the receipt by the Secretary of a stockholder
notice of nomination pursuant hereto, the Board Development and Nominating
Committee shall instruct the Secretary of the Company to advise the notifying
stockholder of any deficiencies in the notice as determined by the Committee.
The notifying stockholder shall cure such deficiencies within fifteen (15) days
of receipt of such notice. No persons shall be eligible for election as a
director of the Company unless nominated in accordance herewith. Nominations not
made in accordance herewith may, in the discretion of the presiding officer at
the meeting and with the advice of the Board Development and Nominating
Committee, be disregarded by the presiding officer and, upon his or her
instructions, all votes cast for each such nominee may be disregarded. The
determinations of the presiding officer at the meeting shall be conclusive and
binding upon all stockholders of the Company for all purposes.
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At any meeting of the stockholders, the presence, in person or by proxy, of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast upon any matter shall constitute a quorum
for the transaction of business upon such matter, and the stockholders
present at a duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum. If a meeting cannot be organized because a quorum has not
attended, those present may, except as otherwise provided by law, adjourn the
meeting to such time and place as they may determine, but in the case of any
meeting called for the election of directors, those who attend the second of
such adjourned meetings, although less than a quorum, shall nevertheless
constitute a quorum for the purpose of electing directors.
Except as otherwise provided in the Articles of Incorporation, as amended,
or by law, every stockholder of record shall have the right, at every
stockholders' meeting, to one vote for every share standing in his name on the
books of the Company. In each election of directors, every stockholder entitled
to vote shall have the right to multiply the number of votes to which he may be
entitled by the total number of directors to be elected, and he may cast the
whole number of such votes for one candidate or he may distribute them among any
two or more candidates.
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Every stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by proxy. Every proxy shall
be executed in writing by the stockholder or by his duly authorized attorney in
fact and filed with the Secretary of the Company.
All questions shall be decided by the vote of the stockholders present, in
person or by proxy, entitled to cast at least a majority of the votes which
all stockholders present are entitled to cast, unless otherwise provided by
the Articles of Incorporation, as amended, or by law.
Elections for directors need not be by ballot except on demand made by a
stockholder at the election and before the voting begins. In advance of any
meeting of stockholders, the Board of Directors may appoint judges of
election who need not be stockholders to act at such meeting or any
adjournment thereof, and if such appointment is not made, the chairman of any
such meeting may, and on request of any stockholder or his proxy shall, make
such appointment at the meeting. The number of judges shall be one or three;
and if appointed at a meeting on request of one or more stockholders or
proxies, the majority of the shares present and entitled to vote shall
determine whether one or three judges are to be appointed. No person who is a
candidate for office shall act as a judge. In case any person appointed as
judge fails to appear or fails or refuses to act,
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the vacancy may be filled by appointment made by the Board of Directors in
advance of the convening of the meeting or at the meeting by the person or
officer acting as chairman. On request of the chairman of the meeting or of any
stockholder or his proxy, the judges shall make a report in writing of any
challenge or question or matter determined by them and execute a certificate of
any fact found by them.
ARTICLE III
Directors
SECTION 1. The business and affairs of the Company shall be managed by a
Board of Directors. The directors need not be stockholders of the Company.
The Board shall consist of not less than nine (9) nor more than thirteen (13)
directors, the exact number to be fixed from time to time by the Board of
Directors pursuant to a resolution adopted by a majority vote of the
directors then in office, such number being in addition to any directors that
the holders of any class of preferred stock, voting as a class, may be
entitled to elect as provided in the Articles of Incorporation, as amended,
or in a resolution of the Board establishing any series of preferred stock.
The directors, other than the directors to be elected by the holders of No
Par Preferred Stock, voting as a class, shall be classified in respect to the
time for which they shall sever-
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ally hold office by dividing them into three classes, each consisting, as nearly
as possible, of one-third of the whole number of such directors. At each annual
meeting, the successors to the class of directors whose terms expire that year
shall be elected to hold office for the term of three years. Each such director
shall hold office for the term for which he is elected and until his successor
shall have been elected and qualified. Any vacancy in the office of any such
director shall be filled by an election by the Board for the unexpired term.
Directors to be elected by the holders of No Par Preferred Stock, voting as
a class, shall be elected and hold office as provided in the Articles of
Incorporation, as amended.
SECTION 2. The Board of Directors shall hold an annual meeting, without
notice, immediately following the annual meeting of the stockholders and
shall elect a President, such number of Vice Presidents and Operation or
Division Presidents as the Board may deem advisable, a Secretary, a
Treasurer, a Controller, and such Assistant Secretaries and Assistant
Treasurers as the Board may deem advisable. The Board may also at its
discretion elect a Chairman of the Board. Unless sooner removed by the Board,
all officers shall hold office until the next annual meeting of the Board and
until their successors shall have been elected. The Board shall also, from
time to time, elect such other officers and agents as it deems advisable.
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The President and the Chairman of the Board, if elected, must be selected
from the members of the Board of Directors, but the other officers may but need
not be directors.
Any two or more offices may be held by the same person except the offices of
President and Secretary, but in no case shall the same person act in the same
matter in two such official capacities.
SECTION 3. All vacancies in office shall be filled by the Board of
Directors, and the Board shall have power to define the duties of all officers
and agents and fix their compensation and may remove at its discretion any
officer or agent.
SECTION 4. The Board of Directors shall hold meetings at such times and
places as it may determine. Directors may participate in a meeting of the Board
or a Committee thereof by conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. No notice of regular meetings of the Board need be given. Special
meetings of the Board may be called by the President or a Vice President or the
Secretary or by any two directors by giving written notice at least twenty-four
hours in advance of the time of the meeting to each director, either personally
or by telegram, charges prepaid, or by sending a copy of the notice through the
mail at least two days before the day of the meeting, to the
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director's address appearing on the books of the Company or supplied by the
director to the Company for the purpose of notice.
Attendance at any meeting of the Board shall be a waiver of notice thereof.
If all the members of the Board are present at any meeting, no notice shall be
required. A majority of the whole number of the directors shall constitute a
quorum for the transaction of business, but if at any meeting a quorum shall not
be present, the meeting may adjourn from time to time until a quorum shall be
present.
SECTION 5. The Board of Directors shall cause to be sent to the
stockholders, within 120 days after the close of each fiscal year, financial
statements which shall include a balance sheet as of the close of such year,
together with statements of income and surplus for such year, prepared so as to
present fairly its financial condition and results of its operations. Such
financial statements shall have been examined in accordance with generally
accepted auditing standards by a firm of independent certified public
accountants selected by the Board and shall be accompanied by such firm's
opinion as to the fairness of the presentation thereof.
SECTION 6. The Board of Directors may, by resolution adopted by a majority
of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Company. The Board
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may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
Any such committee to the extent provided in such resolution shall have and
exercise the authority of the Board in the management of the business and
affairs of the Company.
ARTICLE IV
OFFICERS
President
SECTION 1. The President shall be the chief executive officer of the
Company. He shall preside at all meetings of the stockholders and, in the
absence of a Chairman of the Board, at all meetings of the Board of Directors
at which he is present. He shall be ex-officio a member of all standing
committees. He shall have the custody of the corporate seal or may entrust
the same to the Secretary. He shall make reports of the Company's business to
the Board at such times as the Board shall require. He shall perform all the
usual duties incident to the office of President.
Vice Presidents and Operation or
Division Presidents
SECTION 2. In the absence or disability of the President, his duties shall
be performed by one or more Vice Presidents or Operation or Division Presidents
designated by the Board of Directors. They shall perform such other duties as
may be assigned to them by the Board.
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Chairman of the Board
SECTION 3. The Chairman of the Board, if elected, shall preside at all
meetings of the Board of Directors at which he is present. He shall perform such
other duties as may be assigned to him by the Board.
Secretary
SECTION 4. The Secretary shall attend the meetings of the stockholders and
Board of Directors and keep minutes thereof in suitable books. He shall send out
notices of all meetings as required by law or these bylaws. He shall be ex-
officio an Assistant Treasurer. He shall perform all the usual duties incident
to the office of Secretary.
Assistant Secretaries
SECTION 5. In the absence or disability of the Secretary, his duties shall
be performed by the Assistant Secretaries. They shall perform such other duties
as may be assigned to them by the Board of Directors.
Treasurer
SECTION 6. The Treasurer shall have custody of funds of the Company and keep
or cause to be kept accurate accounts of all money received or payments made in
books kept for that purpose. He shall deposit all money received by him in the
name and to the credit of the Company in such bank or other place or places of
deposit as the Board of
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Directors shall designate. He shall be ex-officio an Assistant Secretary. He
shall perform all the usual duties incident to the office of Treasurer.
Assistant Treasurers
SECTION 7. In the absence or disability of the Treasurer, his duties shall
be performed by the Assistant Treasurers. They shall perform such other duties
as may be assigned to them by the Board of Directors.
Controller
SECTION 8. The Controller shall have general charge of the accounting of the
Company and shall perform all the usual duties incident to the office of
Controller.
Bonds
SECTION 9. Such officers and employees of the Company as the Board of
Directors shall determine shall give bond for the faithful discharge of their
duties in such form and for such amount and with such surety or sureties as the
Board shall require. The expense of procuring such bonds shall be borne by the
Company.
ARTICLE V
Seal
The Company shall have a seal which shall contain the words "Armstrong World
Industries, Inc.," in a circle within which the words "Incorporated Dec. 30,
1891" shall be contained.
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ARTICLE VI
Stock Certificates and Transfers
Stock certificates shall be in such form as the Board of Directors may from
time to time determine and shall either be signed by the President or one of the
Vice Presidents or other officer designated by the Board, and countersigned by
the Treasurer or an Assistant Treasurer and sealed with the seal of the Company,
or, if not so signed and sealed, shall bear the engraved or printed facsimile
signatures of the officers authorized to sign and the engraved or printed
facsimile of the seal of the Company.
The Board of Directors may appoint for any class of stock one or more
incorporated banks or trust companies in the city of New York, New York, or
elsewhere, to act as Registrar or Registrars, and also one or more incorporated
banks or trust companies in the city of New York, New York, or elsewhere, to act
as Transfer Agent or Transfer Agents. No certificate of stock of any class for
which a Transfer Agent and Registrar have been appointed shall be valid or
binding unless countersigned by a Transfer Agent and registered by a Registrar
before issue.
The shares of the capital stock of the Company shall, upon the surrender
and cancellation of the certificate or certificates representing the same, be
transferred upon the
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books of the Company at the request of the holder thereof, named in the
surrendered certificate or certificates, in person or by his legal
representatives or by his attorney duly authorized by written power of attorney
filed with the Company's Transfer Agent. In case of loss or destruction of a
certificate of stock, another may be issued in lieu thereof in such manner and
upon such terms as the Board shall authorize.
The Board of Directors may fix a time, not more than seventy (70) days prior
to the date of any meeting of the stockholders, or the date fixed for the
payment of any dividend or distribution or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock will be
made or go into effect, as a record date for the determination of the
stockholders entitled to notice of, or to vote at, any such meeting, or entitled
to receive payment of any such dividend or distribution, or to receive any such
allotment of rights, or to exercise the rights in respect to any such change,
conversion, or exchange of capital stock. In such case, only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting, or to receive payment of such dividend
or distribution, or to receive such allotment of rights, or exercise such
rights, as the case may be, notwithstanding any transfer of stock on the books
of the Company after any record date fixed as aforesaid.
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ARTICLE VII
Fiscal Year
The fiscal year of the Company shall end on the 31st day of December.
ARTICLE VIII
Amendments
Unless otherwise provided in the Articles of Incorporation, as amended,
these bylaws may be amended by a vote of two-thirds of the members of the Board
of Directors at any regular or special meeting duly convened after notice of
that purpose, subject always to the power of stockholders under law and in
accordance with the Articles of Incorporation, as amended, to change such
action.
ARTICLE IX
Limitation on Directors' Personal Liability;
Indemnification of Directors and Officers
SECTION 1. A director of the Company shall not be personally liable for
monetary damages for any action taken or failure to take any action unless the
director has breached or failed to perform the duties of his or her office under
Section 8363 of the Pennsylvania Directors' Liability Act and such breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness;
provided, however, that the foregoing provision shall not eliminate or limit the
liability of a director (i) for any responsibility or liability of such director
pursuant to
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any criminal statute, or (ii) for any liability of a director for the payment of
taxes pursuant to local, state or federal law.
SECTION 2. The Company shall indemnify to the full extent authorized or
permitted by law any person made, or threatened to be made, a party to or
otherwise involved in (as a witness or otherwise) an action, suit or proceeding
(whether civil, criminal, administrative or investigative, and whether by or in
the right of the Company or otherwise) by reason of the fact that the person is
or was a director or officer of the Company or while a director or officer of
the Company, either serves or served as a director, officer, trustee, employee
or agent of any other related enterprise or in connection with a related
employee benefit plan at the request of the Company or serves or served as a
director, officer, trustee, employee or agent of any other unrelated enterprise
at the specific written request of the Company against any expenses and
liability actually incurred including without limitation judgments and amounts
paid or to be paid in settlement of and in actions brought by or in the right of
the Company. Expenses incurred by such a person in defending a civil or criminal
action, suit or proceeding or in enforcing any right under this Article shall be
paid by the Company in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay
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such amount to the extent it shall ultimately be determined that such person is
not entitled to be indemnified by the Company or, in the case of a criminal
action, the majority of the Board of Directors so determines. The right to
indemnification and advancement of expenses conferred in this Section shall not
be deemed exclusive of any other rights to which any person indemnified may be
entitled under any agreement, vote of stockholders or directors or otherwise,
the Company having the express authority to enter such agreements as the Board
of Directors deems appropriate for the indemnification of and advancement of
expenses, including the creation of a fund therefor or equivalent guarantee, to
present or future directors and officers of the Company in connection with their
service as director or officer of the Company or their service as director,
officer, trustee, employee or agent of any other enterprise or in connection
with an employee benefit plan at the request of the Company. The right to
indemnification and the advancement of expenses provided in this Section shall
be a contract right, shall continue as to a person who has ceased to serve in
the capacities described herein, and shall inure to the benefit of the heirs,
executors and administrators of such person.
SECTION 3. No amendment, alteration or repeal of this Article IX, nor the
adoption of any provision inconsistent with this Article IX,
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shall adversely affect any limitation on the personal liability of a director or
officer, or the rights of a director or officer to indemnification and
advancement of expenses, existing at the time of such amendment, modification or
repeal, or the adoption of such an inconsistent provision.
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