EXHIBIT 3.ii
BYLAWS
OF
MASCO CORPORATION
(A DELAWARE CORPORATION)
(AS AMENDED DECEMBER 5, 2001)
ARTICLE I
Meetings of Stockholders
Section 1.01. Annual Meetings. The annual meeting of stockholders for
the election of Directors and for the transaction of such other proper business,
notice of which was given in the notice of the meeting, shall be held on a date
(other than a legal holiday) which shall be designated each year by the Board of
Directors, or on such other date to which a meeting may be adjourned or
re-scheduled, at such time and place as shall be designated by resolution of the
Board of Directors and set forth in the notice of such meeting.
Section 1.02. Special Meetings. Except as otherwise required by law,
special meetings of stockholders of the Corporation may be called only by the
Chairman of the Board, the President or a majority of the Board of Directors,
subject to the rights of holders of any one or more classes or series of
preferred stock or any other class of stock issued by the Corporation which
shall have the right, voting separately by class or series, to elect Directors.
Special meetings shall be held as shall be designated by resolution of the Board
of Directors and set forth in the notice of such meeting, and the business
transacted shall be confined to the purpose or purposes stated in the notice of
the meeting.
Section 1.03. Re-scheduling and Adjournment of Meetings.
Notwithstanding Sections 1.01 and 1.02 of this Article, the Board of Directors
may postpone and re-schedule any previously scheduled annual or special meeting
of stockholders. The person presiding at any meeting is empowered to adjourn the
meeting at any time after it has been convened.
Section 1.04. Notice of Stockholders' Meetings. The notice of all
meetings of stockholders shall state the place, if any, and time of the meeting
and the means of remote communication, if any, by which stockholders and proxy
holders may be deemed to be present in person and vote at such meeting. The
notice of a special meeting shall state the purpose or purposes for which the
meeting is called.
Unless otherwise required by law, the notice of each meeting of
stockholders shall be given not less than ten days nor more than sixty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, directed to the stockholder at the
stockholder's address as it appears on the records of the Corporation. If a
meeting is adjourned to another time or place, and, if any announcement of the
adjourned time or place or the means of remote communication, if any, by which
stockholders and proxy holders may be deemed to be present in person and vote at
such adjourned meeting, is made at the meeting, it shall not be necessary to
give notice of the adjourned meeting unless the adjournment is for more than
thirty days or the Directors, after adjournment, fix a new record date for the
adjourned meeting.
Notice of a meeting need not be given to any stockholder who submits
(i) a signed waiver of notice in person or by proxy or (ii) a waiver by
electronic transmission by the person entitled to notice, whether before or
after the meeting. The attendance of a stockholder at a meeting, in person or by
proxy, without protesting prior to the meeting the lack of notice of such
meeting shall constitute a waiver of notice of the meeting.
Section 1.05. Notice of Stockholder Business.
(A) Annual Meetings of Stockholders. (1) The proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
only (a) pursuant to the Corporation's notice of meeting (or any supplement
thereto), (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 of the
Corporation at the time the notice provided for in this Section 1.05 is
delivered to the Secretary of the Corporation, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
1.05.
(2) For business to be properly brought before an annual
meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this
Section 1.05, the stockholder must have given timely notice thereof in writing
to the Secretary of the Corporation and any such proposed business must
constitute 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 ninetieth day nor
earlier than the close of business on the one hundred twentieth 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 thirty days
before or more than seventy days after such anniversary date, notice by the
stockholder must be so delivered not earlier than the close of business on the
one hundred twentieth day prior to such annual meeting and not later than the
close of business on the later of the ninetieth day prior to such annual meeting
or the tenth day following the day on which public announcement of the date of
such meeting is first made by the Corporation). In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above.
(3) Such stockholder's notice shall set forth: (a) as to any
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the text
of the proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend
the bylaws of the Corporation, the language of the proposed amendment), 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 (b) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the proposal is made (i) the name
and address of such stockholder, as they appear on the Corporation's books, and
of such beneficial owner, (ii) the class and number of shares of capital stock
of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner, (iii) 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
propose such business, and (iv) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends (x) to
deliver a proxy statement or form of proxy to holders of at least the percentage
of the Corporation's outstanding capital stock required to approve or adopt the
proposal or (y) otherwise to solicit proxies from stockholders in support of
such proposal. The foregoing notice requirements shall be deemed satisfied by a
stockholder if the stockholder has notified the Corporation of his or her
intention to present the proposal at an annual meeting in compliance with Rule
14a-8 (or any successor thereof) promulgated under the Exchange Act and such
stockholder's proposal has been included in a proxy statement that has been
prepared by the Corporation to solicit proxies for such annual meeting.
(B) 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.
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(C) General. 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 Section 1.05. Except as otherwise provided by
law, the person presiding at the stockholders' meeting shall have the power and
duty (a) to determine whether any business proposed to be brought before the
meeting was proposed in accordance with the procedures set forth in this Section
1.05 (including whether the stockholder or beneficial owner, if any, on whose
behalf the proposal is made complied with the representation required by clause
(A)(3)(b)(iv) of this Section 1.05) and (b) if any proposed business was not
made or proposed in compliance with this Section 1.05, to declare that such
proposed business shall not be transacted. Notwithstanding the foregoing
provisions of this Section 1.05, if the stockholder or beneficial owner (or a
qualified representative of the stockholder or beneficial owner) does not appear
at the meeting of stockholders of the Corporation to present such proposed
business, such proposed business shall not be transacted, notwithstanding that
proxies in respect of such vote may have been received by the Corporation.
(D) Applicable Law. Notwithstanding the foregoing provisions of this
Section 1.05, 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 Section 1.05. Nothing in this Section 1.05 shall be
deemed to affect any rights (a) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (b) of the holders of any class or series of preferred stock or
any other class of stock issued by the Corporation which shall have the right,
voting separately by class or series, to elect Directors pursuant to any
applicable provisions of the Certificate of Incorporation.
Section 1.06. Quorum. Except as otherwise required by law, by the
Certificate of Incorporation or by these bylaws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the Corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
the stockholders entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of stock entitled to
vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders of record as originally noticed shall be
entitled to vote at any adjournment or adjournments thereof.
Directors shall be elected by a plurality of the votes cast at a
meeting of stockholders by the holders of shares entitled to vote in the
election. Whenever any corporate action, other than the election of Directors,
is to be taken by vote of the stockholders, unless a greater percentage is
required by the General Corporation Law, the Certificate of Incorporation, these
bylaws, or by the Board of Directors, it shall be authorized by a majority of
the votes cast on the proposal by the holders of shares entitled to vote thereon
at a meeting of stockholders.
Section 1.07. Inspectors at Stockholders' Meetings. The Board of
Directors, in advance of any stockholders' meeting, shall appoint one or more
inspectors to act at the meeting or any adjournment thereof and to make a
written report thereof. In case any inspector or alternate appointed is unable
to act, the person presiding at the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability.
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The inspectors shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots or consents,
determine the result, and do such acts as are proper to conduct the election in
a manner fair to all stockholders. On request of the person presiding at the
meeting or any stockholder entitled to vote thereat, the inspectors shall make a
report in writing of any challenge, question or matter determined by them and
execute a certificate of any fact found by them. Any report or certificate made
by them shall be prima facie evidence of the facts stated and of the vote as
certified by them.
Section 1.08. Presiding Officer at Stockholders' Meetings. The Chairman
of the Board or the President, shall preside at Stockholders' Meetings as more
particularly provided in Article III hereof. In the event that both the Chairman
of the Board and the President shall be absent or otherwise unable to preside,
then a majority of the Directors present at the meeting shall appoint one of the
Directors or some other appropriate person to preside.
ARTICLE II
Directors
Section 2.01. Qualifications and Number; Term; Vacancies. A Director
need not be a stockholder, a citizen of the United States, or a resident of the
State of Delaware. The number of Directors constituting the entire Board shall
be not less than five nor more than twelve, the exact number of Directors to be
determined from time to time by resolution adopted by affirmative vote of a
majority of the entire Board of Directors. The Directors shall be divided into
three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
Directors constituting the entire Board of Directors. Directors shall be
nominated and serve for such terms, and vacancies shall be filled, as provided
in the Certificate of Incorporation. Directors may be removed only for cause.
Section 2.02. Place and Time of Meetings of the Board. Regular and
special meetings of the Board shall be held at such places (within or without
the State of Delaware) and at such times as may be fixed by the Board or upon
call of the Chairman of the Board or of the executive committee or of any two
Directors, provided that the Board of Directors shall hold at least four
meetings a year.
Section 2.03. Quorum and Manner of Acting. A majority of the entire
Board of Directors shall constitute a quorum for the transaction of business,
but if there shall be less than a quorum at any meeting of the Board, a majority
of those present (or if only one be present, then that one) may adjourn the
meeting from time to time and the meeting may be held as adjourned without
further notice. Except as provided to the contrary by the General Corporation
Law, by the Certificate of Incorporation or by these bylaws, at all meetings of
Directors, a quorum being present, all matters shall be decided by the vote of a
majority of the Directors present at the time of the vote.
Section 2.04. Remuneration of Directors. In addition to reimbursement
for his reasonable expenses incurred in attending meetings or otherwise in
connection with his attention to the affairs of the Corporation, each Director
as such, and as a member of any committee of the Board, shall be entitled to
receive such remuneration as may be fixed from time to time by the Board.
Section 2.05. Notice of Meetings of the Board. Regular meetings of the
Board may be held without notice if the time and place of such meetings are
fixed by the Board. Except as provided to the contrary in these bylaws, all
regular meetings of the Board, the time and place of which have not been fixed
by the Board, and all special meetings of the Board, shall be held upon
twenty-four hours' notice to the Directors given by letter, telegraph,
telecopier, telephone or other means of electronic transmission.
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No notice need specify the purpose of the meeting. Any requirement of notice
shall be effectively waived by any Director who signs a waiver of notice before
or after the meeting or who waives notice by means of electronic transmission or
who attends the meeting without protesting (prior thereto or at its
commencement) the fact that the meeting has not been lawfully called or
convened. Notwithstanding the foregoing, a regular meeting of the Board may be
held without notice immediately following the annual meeting of the stockholders
at the same place as such meeting was held, for the purpose of electing officers
and a Chairman of the Board for the ensuing year.
Section 2.06. Executive Committee and Other Committees. The Board of
Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an Executive Committee and other committees to
serve at the pleasure of the Board. Each Committee shall consist of such number
of Directors as shall be specified by the Board in the resolution designating
the Committee. To the extent permitted by the General Corporation Law, the
Executive Committee shall have all of the authority of the Board of Directors.
Subject to the General Corporation Law, each other committee shall be empowered
to perform such functions, as may, by resolution, be delegated to it by the
Board. Unless otherwise provided by the Board of Directors each committee
(including, without limitation, the Executive Committee) designated by the Board
of Directors may make, alter and repeal rules for the conduct of its business.
In the absence of such rules, each committee shall conduct its business in the
same manner as the Board of Directors conducts its business pursuant to Article
II of these bylaws.
The Board of Directors may designate one or more Directors as alternate
members of any such committee, who may replace any absent or disqualified member
or members at any meetings of such committee. Vacancies in any committee,
whether caused by resignation or by increase in the number of members
constituting said committee, shall be filled by a majority of the entire Board
of Directors. In the absence or disqualification of any member of any such
committee, the member or members thereof present at any meeting and not
disqualified from voting whether or not constituting a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in place
of any such absent or disqualified member.
Section 2.07. Action Without Meeting. Unless otherwise restricted by
the Certificate of Incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting, if all members of the Board
or of such committee, as the case may be, consent thereto in accordance with
applicable law.
ARTICLE III
Officers
Section 3.01. Officers. The Board of Directors, at its first meeting
held after the annual meeting of stockholders in each year shall elect a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary and
a Treasurer, and may, in its discretion, also appoint from time to time, such
other officers or agents as it may deem proper. The Chairman shall be elected
from among the members of the Board of Directors.
Any two or more offices may be held by the same person.
Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next annual meeting of stockholders and until his successor has
been elected and qualified; provided, however, that the Board of Directors may
remove any officer for cause or without cause at any time.
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Section 3.02. Chairman of the Board. The Chairman of the Board shall
preside, unless he designates another to act in his stead, at all meetings of
the Stockholders, the Board of Directors, and the Executive Committee and shall
be a member ex officio of all committees appointed by the Board of Directors,
except that the Board may, at his request, excuse him from membership on a
committee. The Chairman of the Board shall be the chief executive officer of the
Corporation and shall have the power on behalf of the Corporation to enter into,
execute and deliver all contracts, instruments, conveyances or documents and to
affix the corporate seal thereto. The Chairman of the Board shall do and perform
all acts and duties herein specified or which may be assigned to him from time
to time by the Board of Directors.
Section 3.03. Chairman Emeritus. If the Board shall elect a Chairman
Emeritus, he or she shall, at the request of the Chairman of the Board or in his
absence or inability to act if the Board shall not designate another member,
preside at the meetings of the Board. The Chairman Emeritus shall also perform
such duties which may be assigned to him by the Chairman of the Board.
Section 3.04. President. At the request of the Chairman of the Board or
in his absence or inability to act, the President shall preside at meetings of
the Stockholders. The President shall be the chief operating officer of the
Corporation and as such, subject to the direction of the Chairman of the Board,
be responsible for the operations of the Corporation and shall also perform such
other duties as may be prescribed by the Board of Directors or the Executive
Committee or the Chairman of the Board. The President shall have the power on
behalf of the Corporation to enter into, execute, or deliver all contracts,
instruments, conveyances or documents and to affix the corporate seal thereto.
Section 3.05. Secretary. The Secretary shall keep minutes of the
proceedings taken and the resolutions adopted at all meetings of the
stockholders, the Board of Directors and the Executive Committee, and shall give
due notice of the meetings of the stockholders, the Board of Directors and the
Executive Committee. He shall have charge of the seal and all books and papers
of the corporation, and shall perform all duties incident to his office. In case
of the absence or disability of the Secretary, his duties and powers may be
exercised by such person as may be appointed by the Board of Directors or the
Executive Committee.
Section 3.06. Treasurer. The Treasurer shall receive all the monies
belonging to the Corporation, and shall forthwith deposit the same to the credit
of the Corporation in such financial institution as may be selected by the Board
of Directors or the Executive Committee. He shall keep books of account and
vouchers for all monies disbursed. He shall also perform such other duties as
may be prescribed by the Board of Directors, Executive Committee, the Chairman
of the Board or the President and in case of the absence or disability of the
Treasurer, his duties and powers may be exercised by such person as may be
appointed by the Board of Directors or Executive Committee.
ARTICLE IV
Capital Stock
Section 4.01. Share Certificates. Each certificate representing shares
of the Corporation shall be in such form as may be approved by the Board of
Directors, and, when issued, shall contain upon the face or back thereof the
statements prescribed by the General Corporation Law and by any other applicable
provision of law. Each such certificate shall be signed by the Chairman of the
Board or the President or a Vice President and by the Secretary or Treasurer or
an Assistant Secretary or Assistant Treasurer. Any or all signatures upon a
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such
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officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.
Section 4.02. Lost, Destroyed or Stolen Certificates. No certificate
representing shares shall be issued in place of any certificate alleged to have
been lost, destroyed or stolen, except on production of evidence of such loss,
destruction or theft, and if the Board of Directors shall so require, on
delivery to the Corporation of a bond of indemnity in such amount, upon such
terms and secured by such surety as the Board of Directors may in its discretion
required.
Section 4.03. Transfer of Shares. The shares of stock of the
Corporation shall be transferable or assignable on the books of the Corporation
only by the person to whom they have been issued or his legal representative, in
person or by attorney, and only upon surrender of the certificate or
certificates representing such shares properly assigned. The person in whose
name shares of stock shall stand on the record of stockholders of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.
Section 4.04. Record Dates. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other action, the Board may fix, in advance, a date as the record date of any
such determination of stockholders. Such date shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than sixty days
prior to any other action.
ARTICLE V
Miscellaneous
Section 5.01. Signing of Instruments. All checks, drafts, notes,
acceptances, bills of exchange, and orders for the payment of money shall be
signed in such manner as may be provided and by such person or persons as may be
authorized from time to time by resolution of the Board of Directors or the
Executive Committee or these bylaws.
Section 5.02. Corporate Seal. The seal of the Corporation shall contain
the words "Masco Corporation, Delaware" and shall be in such form as may be
approved from time to time by the Board of Directors.
Section 5.03. Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January of each year and shall end on the thirty-first
day of December following.
ARTICLE VI
Amendments of Bylaws
Section 6.01. Amendments. Except as provided to the contrary by the
General Corporation Law, by the Certificate of Incorporation or by these bylaws,
these bylaws may be amended or repealed at a meeting, (1) by vote of a majority
of the whole Board of Directors, provided that notices of the proposed
amendments shall have been sent to all the Directors not less than three days
before the meeting at which they are to be acted upon, or at any regular meeting
of the Directors by the unanimous vote of all the Directors present, or (2) by
the affirmative vote of the holders of at least 80% of the stock of the
Corporation generally entitled to vote, voting together as a single class.
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