Exhibit 3(b)
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BYLAWS
OF
H.B. FULLER COMPANY
(AS AMENDED THROUGH DECEMBER 3, 1994)
ARTICLE I - SHARES
SECTION 1. CERTIFICATES. The forms of certificates for shares shall
conform to Section 302A.417 of the Minnesota Business Corporation Act, as
amended from time to time (the "MBCA"), and shall be approved by the Board of
Directors. Each certificate shall be manually signed by the Chief Executive
Officer, the President or an Executive Vice President, a Senior Vice President
or a Vice President and by the Secretary or an Assistant Secretary (except that
where any such certificate is manually signed by a transfer agent or a registrar
(or by both), the signatures of any such officers may be facsimile, engraved or
printed). All certificates of each class and each series shall be consecutively
numbered. No certificate shall be issued for any share until such share is
fully paid.
SECTION 2. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint one or more transfer agents and registrars to countersign and register
certificates for shares.
SECTION 3. TRANSFERS OF STOCK. Subject to Section 302A.429 of the MBCA,
upon surrender to the Corporation or the transfer agent of a certificate for
shares duly endorsed or accompanied by proper evidence of succession, assignment
or authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 4. LOSS OF CERTIFICATES. Except as otherwise provided by Section
302A.419 of the MBCA, any shareholder claiming a certificate for shares to be
lost, stolen, or destroyed shall make an affidavit of that fact in such form as
the appropriate officers of the Corporation shall require and shall give the
Corporation a bond of indemnity in form, in an amount, and with one or more
sureties satisfactory to the appropriate officers of the Corporation, to
indemnify the Corporation against any claim which may be made against it on
account of the reissue of such certificate, whereupon a new certificate may be
issued in the same tenor and for the same number of shares as the one alleged to
have been lost, stolen or destroyed.
SECTION 5. RECORD DATE.
(a) For the purpose of determining the shareholders entitled to notice of
and to vote at any meeting of shareholders or to receive payment of any
dividend, or for any other proper purpose, the Board of Directors shall fix a
record date which shall not be more than sixty days preceding the date on which
the particular action requiring such determination of shareholders is to be
taken.
(b) The record date fixed for the determination of the shareholders
entitled to notice of and to vote at a shareholders' meeting shall continue to
be the record date for all adjournments thereof.
ARTICLE II - SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders shall be
held at the principal executive office of the Corporation or at any other place
within or without the State of Minnesota designated by the Board of Directors.
SECTION 2. ANNUAL MEETINGS. An annual meeting of shareholders shall be
held on the third Thursday in April each year at such time of the day as the
Board of Directors shall determine. If the third Thursday in April in any year
should be a legal holiday, then the meeting shall be held on the next succeeding
business day. At such meeting, directors shall be elected to succeed those
whose terms are expiring and to fill any other vacancies, reports of the affairs
of the Corporation shall be considered, and other business may be transacted.
SECTION 3. SPECIAL MEETINGS. A special meeting of the shareholders may be
called for any purpose or purposes at any time in accordance with the provisions
of Section 302A.433 of the MBCA.
SECTION 4. NOTICE OF MEETINGS. Written notice given in the manner
provided in Section 302A.011, Subd. 17, of the MBCA stating the place, date,
and time of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given not less than ten nor
more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the other
officer calling the meeting, to each shareholder of record entitled to vote at
such meeting.
SECTION 5. QUORUM; ADJOURNED MEETINGS. The presence in person or by proxy
of the holders of a majority of the voting power of the shares entitled to vote
at any meeting shall constitute a quorum for the transaction of business. A
meeting may be adjourned from time to time, whether or not a quorum is present.
If any meeting is adjourned, no further notice as to such adjourned meeting need
be given other than by announcement at the time of adjournment of the date, time
and place of the adjourned meeting. At adjourned meetings at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally noticed. If a quorum is present when a meeting is
convened, the shareholders present may continue to transact business until
adjournment notwithstanding the withdrawal of enough shareholders originally
present to leave less than a quorum.
SECTION 6. VOTING. Every shareholder entitled to vote at a meeting of
shareholders shall be entitled at such meeting to one vote for each share of
capital stock of the Corporation which is entitled to be voted unless the terms
of the shares provide for no votes or a different number of votes per share.
SECTION 7. PROXIES. Every shareholder entitled to vote at a meeting of
shareholders shall be entitled to be represented at such meeting and to vote
thereat by proxy or proxies appointed by a writing signed by such shareholder.
No appointment of a proxy shall be valid after the expiration of eleven months
after it is made, unless the writing specifies the length of time it is to
continue in force. To be valid, all proxies must meet the requirements of, and
shall be governed by Section 302A.449 of the MBCA.
SECTION 8. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders the Board of Directors may appoint inspectors of election to act at
such meeting or any adjournment thereof. If inspectors of election are not so
appointed, the chair of any such meeting may, and on the request of any
shareholder or shareholder's proxy shall, make such appointment at the meeting.
SECTION 9. CONDUCT OF MEETINGS. The chair for each meeting of
shareholders shall be the first of the following persons who is able to attend
and chair the meeting: (i) the Chair of the Board, (ii) the Vice Chair of the
Board, (iii) the Chief Executive Officer, (iv) the President or (v) any director
or elected officer of the Corporation selected by the Chair.
ARTICLE III - DIRECTORS
SECTION 1. NUMBER. In addition to any director who may be elected by the
holders of any one or more series of Preferred Stock voting separately as such
(the "Series Directors"), the Board of Directors shall consist of a number of
directors, which number shall be fixed from time to time exclusively by the
Board of Directors pursuant to a resolution adopted by the affirmative vote of a
majority of the entire Board of Directors, but the number of directors shall in
no event be more than fifteen (excluding any Series Directors).
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SECTION 2. TERM OF OFFICE VACANCIES AND REMOVAL.
(a) The directors to be elected by the holders of the shares of Common
Stock and of any other shares of capital stock entitled to vote as a single
class with the shares of Common Stock shall be divided into three classes
designated Class I, Class II and Class III. The term of one class of directors
shall expire each year. Each class shall consist, as nearly as may be possible,
of one-third of the total number of directors fixed pursuant to Section 1 of
this Article III. At each Annual Meeting of Shareholders, the directors elected
to succeed those directors whose terms expire shall be elected for a term
expiring three years after the date of their election and until their successors
are duly elected and qualified.
(b) If the number of directors is changed, any increase or decrease shall
be apportioned among the three classes so as to maintain the number of directors
in each class as nearly equal as possible, and any additional director of any
class elected to fill a vacancy resulting from an increase in such class shall
hold office for a term that shall coincide with the remaining term of that class
but in no case shall a decrease in the number of directors shorten the term of
any incumbent director. Subject to the rights of the holders of any class or
series of the then outstanding capital stock of the Corporation entitled to vote
generally in the election of directors (other than Series Directors), newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in any class resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
only by a majority vote of the directors (other than Series Directors) then in
office, although less than a quorum. Directors so elected shall hold office for
a term expiring at the time at which the term of office of the class to which
they have been elected expires and until their successors are duly elected and
qualified.
(c) Any directors, or the entire Board of Directors, may be removed from
office at any time for good cause by the affirmative vote of the holders of at
least two-thirds of the combined voting power of the shares of the classes or
series of capital stock of the Corporation present and voting as a single class.
A director named by the Board of Directors to fill a vacancy may be removed from
office at any time, with our without cause, by the affirmative vote of a
majority of the remaining directors if the shareholders have not elected
directors in the interim between the time of the appointment to fill such
vacancy and the time of removal. In the event that any one or more directors or
the entire Board is removed at a shareholder's meeting, a new director or new
directors shall be elected at the same meeting.
(d) Notwithstanding the provisions of Article VI of these Bylaws, any
amendment, alteration, change or repeal of Sections 1 and/or 2 of Article III of
these Bylaws shall require the affirmative vote of the holders of two-thirds of
the shares present and voting as a single class.
SECTION 3. NOMINATION OF DIRECTORS. Only persons nominated in accordance
with the following procedures shall be eligible for election by shareholders as
directors. Nominations of persons for election as directors at a meeting of
shareholders called for the purpose of electing directors may be made (a) by or
at the direction of the Board of Directors or (b) by any shareholder in the
manner herein provided. For a nomination to be properly made by a shareholder,
the shareholder must give written notice to the Corporate Governance Committee
of the Board of Directors so as to be received at the principal executive
offices of the Corporation not later than (i) with respect to an annual meeting
of shareholders, not later than the date determined in accordance with the proxy
rules promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, that proposals of shareholders intended to be
presented at such meeting must be received in order to be included in the
Corporation's proxy statement and proxy for such meeting and (ii) with respect
to a special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which the notice of such
meeting is first given to shareholders. Each such notice shall set forth (A)
the name and address of the shareholder who intends to make the nomination and
of the person or persons to be nominated, (B) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, (C) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or
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nominations are to be made by the shareholder, (D) such other information
regarding each nominee proposed to such shareholder as would have been required
to be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had each nominee been nominated, or intended
to be nominated, by the Board, and (E) the consent of each nominee to serve as a
director of the Corporation if so elected.
SECTION 4. MEETINGS. The Board of Directors may provide by resolution the
date, time and place, either within or without the State of Minnesota, for the
holding of meetings of the Board of Directors without other notice than such
resolution.
Other meetings of the Board of Directors may be called by the Chair of the
Board, the Vice Chair of the Board, the Chief Executive Officer (if a director)
or any two other directors. The person or persons authorized to call meetings
of the Board of Directors may fix any place, either within or without the State
of Minnesota, as the place for holding any meeting of the Board of Directors
called by them. In the absence of such designation, all called meetings of the
Board of Directors shall be held at the principal executive office of the
Corporation.
The Board of Directors shall choose from among the directors a Chair of the
Board and may from time to time choose a Vice Chair of the Board.
The chair for each meeting of the Board of Directors shall be the first of
the following persons who is able to attend and chair such meeting: (i) the
Chair of the Board, (ii) the Vice Chair of the Board, if any, (iii) the Chief
Executive Officer (if a director), (iv) the President (if a director), or (v)
any director selected by the Chair.
Notice of any called meeting of the Board of Directors shall be given by
the person or persons calling the meeting (or by the Secretary or an Assistant
Secretary at the request of such person or persons) either by mail to each
director at the director's business address at least two days prior to such
meeting or by telegram, telecopy, facsimile, telephone, or in person at least 24
hours prior to such meeting to the business address of each director, or in the
event such notice is given on a Saturday, Sunday or holiday to the residence
address of each director. If the day or date, time and place of a meeting of
the Board of Directors has been announced at a previous meeting of the Board of
Directors, no notice is required. Notice of an adjourned meeting of the Board
of Directors need not be given other than by announcement at the meeting at
which adjournment is taken.
Neither the business to be transacted at, nor the purpose of, any regular
or called meeting of the Board of Directors needs to be specified in the notice
of such meeting.
Notice of any meeting of the Board of Directors may be waived by any
director either before, at, or after such meeting orally or in a writing signed
by such director. A director, by his or her attendance at any meeting of the
Board of Directors, shall be deemed to have waived notice of such meeting,
except where the director objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened
and does not participate thereafter in the meeting.
The members of the Board of Directors, the Executive Committee or any other
committee created by the Board of Directors may participate in a meeting of the
Board of Directors or such Committee by any means of communication through which
the directors may simultaneously hear each other during the meeting and such
participation in a meeting shall constitute presence in person at such meeting.
Any action which may be taken at a meeting of the Board of Directors, the
Executive Committee or any other committee of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors or committee members then holding
office.
SECTION 5. QUORUM; REQUIRED VOTE. A majority of the directors then
holding office shall constitute a quorum for the transaction of business by the
Board of Directors. The Board of Directors shall take action by the affirmative
vote of the greater of (a) majority of the directors present at a duly held
meeting at the time the action
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is taken, or (b) a majority of the minimum number of directors that would
constitute a quorum for the transaction of business at the meeting. A majority
of the members of any committee appointed by the Board of Directors and then
holding office shall constitute an quorum for the transaction of business by
such committee. Any committee shall take action by the affirmative vote of the
greater of (a) majority of the members present at a duly held meeting at the
time the action is taken, (b) a majority of the minimum number of members that
would constitute a quorum for the transaction of business at the meeting, or (c)
such higher requirement as may be established by the Board of Directors.
Notwithstanding the foregoing, where other sections of these Bylaws or the
Articles of Incorporation of the Corporation require a larger proportion or
number than is set forth in this Section 5 of Article III, the affirmative vote
of such larger proportion or number shall be required for the Board of Directors
or a committee of the Board of Directors to take action.
SECTION 6. EXECUTIVE COMMITTEE. By the affirmative action of at least
three fourths of the directors then holding office, the Board of Directors by
resolution may create an Executive Committee of three or more directors and may
delegate to such committee such of its powers and authority in the management of
the business and affairs of the Corporation as it may by resolution provide,
except the power to declare dividends and to adopt, amend or repeal the Bylaws.
SECTION 7. OTHER COMMITTEES. The Board of Directors by resolution may
create, in addition to an Executive Committee, ad hoc and standing committees,
and may delegate to such Committees such of its powers as it may choose,
including without limitation the power to perform such inquiries, investigations
or analyses as may be required from time to time, and to report the results of
any of their findings and their recommendations to the Board of Directors for
such action as the Board of Directors deems to be appropriate.
SECTION 8. COMPENSATION. The directors, by resolution of the Board of
Directors, may be paid fees and provided benefits and may be reimbursed for
expenses incurred by them on behalf of the Corporation, which fees, benefits and
expenses shall be paid at such times and upon such conditions as may be
determined by the Board of Directors; provided, however, that the shareholders
at any meeting called for the purpose may revoke or rescind any such action by
the Board of Directors, but may not revoke or rescind any action of the Board of
Directors (i) authorizing reimbursement to directors for expenses incurred by
them on behalf of the Corporation or (ii) establishing vested or contractual
compensation or benefit arrangements for directors. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation therefor.
SECTION 9. EMERITUS DIRECTORS. The Board of Directors may from time to
time appoint a former director to the honorary position of "Director Emeritus"
or, in the case of a former Chair of the Board (whether or not then also a
director), "Chair Emeritus." A former director holding an honorary position may
be invited to attend meetings or portions of meetings of the Board of Directors,
but shall have no voting or other rights of a director and shall not be entitled
to the compensation payable to directors.
ARTICLE IV - OFFICERS
SECTION 1. ELECTED OFFICERS. The officers of the Corporation to be
elected by the Board of Directors shall be a Chief Executive Officer, a
President, a Chief Financial Officer, one or more Executive or Senior Vice
Presidents, one or more Vice Presidents, a Treasurer, a General Counsel, a
Controller, a Secretary and one or more assistant officers. Any combination of
such offices may be held by the same person. Elected officers shall hold office
at the pleasure of the Board and shall perform the duties referred to in the
Bylaws, those determined by the Board of Directors and those assigned by the
Chief Executive Officer. The Chair of the Board and the Vice Chair of the Board
are not and shall not be deemed to be officers of the Corporation solely by
virtue of having such titles.
SECTION 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
have general planning, administrative and oversight responsibility for the
Corporation and shall have general charge of and control over
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the Corporation, subject to the orders and directions of the Board of Directors.
The Chief Executive Officer shall also perform such other duties as the Board of
Directors may from time to time prescribe or as are required by Section
302A.305, Subd. 2, of the MBCA.
SECTION 3. PRESIDENT. The President shall be the chief operating officer
of the corporation and shall perform all responsibilities related to the ongoing
management of the Corporation.
SECTION 4. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be
responsible for all financial operations of the Corporation, including without
limitation raising funds, safeguarding assets, accounting and reporting,
financial planning, financial organizational administration and maintenance of
internal controls as are prudent and required by law. The Chief Financial
Officer shall also perform such other duties as are required by Section
302A.305, Subd. 3, of the MBCA.
SECTION 5. EXECUTIVE AND SENIOR VICE PRESIDENTS; VICE PRESIDENTS. Each
Executive and Senior Vice President and each Vice President shall perform such
duties as shall be determined by the Board of Directors or assigned by the Chief
Executive Officer.
SECTION 6. TREASURER. The Treasurer shall have the care and custody of
the funds and valuable documents of the Corporation and shall have oversight and
administrative responsibility for raising and borrowing funds and establishing
banking and similar relationships.
SECTION 7. GENERAL COUNSEL. The General Counsel shall be the chief legal
officer of the Corporation and shall be responsible for the administration and
general direction of all matters that may involve or require legal review or
analysis, including threatened and actual legal proceedings.
SECTION 8. CONTROLLER. The Controller shall be responsible for keeping
complete and accurate records of the business, assets, liabilities and
transactions of the Corporation and for the preparation of such financial
statements as may be required by law or are needed for internal management
purposes.
SECTION 9. SECRETARY. The Secretary shall keep a record of the
proceedings of the meetings of the shareholders and the Board of Directors. The
Secretary shall give notice as required of meetings of the shareholders and the
Board of Directors; provided, however, notice given by another shall not be
ineffective merely because it was not given by the Secretary. The Secretary
shall also perform such duties as are determined by the Board of Directors or by
the Chief Executive Officer.
SECTION 10. ASSISTANT OFFICERS. Each Assistant Officer shall perform such
duties as are determined by the Board of Directors and by the officer to whom
the Assistant Officer reports.
SECTION 11. APPOINTED OFFICERS. The Chief Executive Officer may from time
to time appoint vice presidents and any other officers deemed appropriate.
These officers shall hold office at the pleasure of the Chief Executive Officer
and shall perform such duties as are determined by the Chief Executive Officer.
SECTION 12. COMPENSATION. Compensation of all elected officers referred
to in Section 1 and all appointed officers referred to in Section 11 shall be
fixed by the Board of Directors or a Committee of the Board of Directors and may
be changed from time to time (subject to contract rights) by the Board or such
Committee.
SECTION 13. EXECUTION OF CORPORATE CONTRACTS. Except as otherwise
provided by the Board of Directors or the Executive Committee, all contracts of
the Corporation shall be executed on its behalf by the Chief Executive Officer,
the President, the Chief Financial Officer, the Controller, an Executive or
Senior Vice President, a Vice President or such other person or persons as one
of these officers may from time to time authorize so to do. Notes given and
drafts accepted by the Corporation shall be valid only when signed by the Chief
Executive Officer, the President, the Chief Financial Officer, the Controller,
an Executive or Senior Vice President, a Vice President, the
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Treasurer or such other person as one of these officers may from time to time
authorize so to do. Checks, drafts, and other evidences of indebtedness to the
Corporation shall, for the purpose of deposit, discount and collection, be
endorsed by these same officers or their delegees. Funds of the Corporation
deposited in banks and other depositories to the credit of the Corporation shall
be drawn from such bank and depositories by checks, drafts or orders for payment
of money signed by any one or more of the Chief Executive Officer, the
President, the Chief Financial Officer, the Controller, an Executive or Senior
Vice President, a Vice President, the Treasurer or such other person or persons
as any two of these officers may authorize. Whenever the Board of Directors or
the Executive Committee shall provide that any contract be executed or any other
act be done in any other manner and by any other officer than as specified in
these Bylaws, such method of execution or action shall be as equally effective
to bind the Corporation as if specified herein.
ARTICLE V - INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES
The Corporation shall indemnify such persons (and shall advance expenses of
such persons), for such expenses and liabilities, in such manner, under such
circumstances, and to such extent as required or permitted by the Minnesota
Business Corporation Act, section 302A.521, as now enacted or hereafter amended.
ARTICLE VI - AMENDMENTS
These Bylaws may be amended or repealed as provided in Section 302A.181 of
the MBCA; provided, however, that Sections 1 and 2 of Article III shall only be
amended or repealed as provided in Section 2(d) of Article III.
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