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Exhibit 99.c
BYLAWS
OF
MASCO CORPORATION
(A DELAWARE CORPORATION)
(AS AMENDED MAY 19, 1993)
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) in May or June of each year which shall
be designated 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 within or
without the State of Delaware as shall be designated 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 at such place within or without the State of
Delaware and at such hour as may be designated in the notice of such meeting
and the business transacted shall be confined to the object 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 be in writing and shall state the place, date
and hour of the meeting. The notice of an annual meeting shall state that the
meeting is called for the election of the Directors to be elected at such
meeting and for the transaction of such other business as is stated in the
notice of the meeting. The notice of a special meeting shall state the purpose
or purposes for which the meeting is called and shall also indicate that it is
being issued by or at the direction of the person or persons calling the
meeting. If, at any meeting, action is proposed to be taken which would, if
taken, entitle stockholders fulfilling the requirements of the General
Corporation Law to receive payment for their shares, the notice of such meeting
shall include a statement to that effect.
A copy of the notice of each meeting of stockholders shall be given,
personally or by mail, 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
at his record address or at such other address as he may have furnished by
request in writing to the Secretary of the Corporation. If a meeting is
adjourned to another time or place, and, if any announcement
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of the adjourned time or place 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 a
signed waiver of notice, in person or by proxy, 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. Business to be Considered. Only those matters stated
to be considered in the notice of the meeting, or of which written notice has
been given to the Corporation either by personal delivery to the Chairman of
the Board or the Secretary or by U.S. mail, postage prepaid, of a stockholder's
intent to bring the matter before the meeting, may be considered at the Annual
Meeting of Stockholders. Such notice shall be received no later than 120 days
in advance of the date on which the Corporation's proxy statement was released
to stockholders in connection with the previous year's Annual Meeting.
Only that business brought before a special meeting pursuant to the
notice of the meeting may be conducted or considered at such meeting.
Only such business brought before an annual or special meeting of
stockholders pursuant to these bylaws shall be eligible to be conducted or
considered at such meetings.
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 entitled to vote at the meeting 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, except as otherwise required by the
General Corporation Law, the Certificate of Incorporation or these bylaws, 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
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at such meeting with strict impartiality and according to
the best of his ability.
The inspectors shall determine the number of shares outstanding and
the voting power of each, and 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 or vote the fairness 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, or the President, shall preside at Stockholders' Meetings as more
particularly provided in Article III hereof. In the event that both the
Chairman 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.
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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. 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
or telegraph. 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 attends the meeting without
protesting (prior thereto or at its commencement) the lack of notice to him;
provided, however, that 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. Except as set forth below, the Executive Committee
shall have all of the authority of the Board of Directors. Each other
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committee shall be empowered to perform such functions, as may, by resolution,
be delegated to it by the Board.
The Board of Directors may designate one or more Directors as
alternate members of any such committee, who may replace any absent 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. The
Executive Committee may fix its own quorum and elect its own Chairman. 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 he or they constitute 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. 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 prior to such action a
written consent thereto is signed by all members of the Board, or of such
committee as the case may be, and such written consent if filed with the
minutes of proceedings of the Board or committee.
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, a
Treasurer and a Controller, 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.
Section 3.02. Chairman of the Board. The Chairman 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 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 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
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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 or Executive
Committee 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.
Section 3.07. Controller. The Controller shall have custody of the
financial records of the Corporation and shall keep full and accurate books and
records of the financial transactions of the Corporation. He shall determine
the methods of accounting and reporting for all entities comprising the
Corporation and shall be responsible for assuring adequate systems of internal
control.
The Controller shall render to the Chairman of the Board of Directors,
the President, and the Board of Directors, whenever they may request it, a
report on the financial condition of the Corporation and on the results of its
operations.
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. The signatures
of said officers upon a certificate may be facsimile if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or its employee. In case any officer who has signed or
whose facsimile
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signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer 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 on delivery to the Corporation, if the Board of
Directors shall so require, 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 require.
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 to express consent to corporate action in writing
without a meeting, 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
consist of a metal disc having engraved thereon the words "Masco Corporation,
Delaware."
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.
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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.