EXHIBIT 3ii
BY-LAWS
OF
HON INDUSTRIES Inc.
Adopted on September 7, 1960. Amended on
April 23, 1964, April 28, 1966, August 13, 1969,
April 15, 1970, February 12, 1976, July 23, 1976,
January 11, 1977, February 13, 1977, April 18, 1977,
July 28, 1977, July 29, 1977, October 27, 1977,
February 27, 1978, February 19, 1979, August 1, 1979,
March 3, 1980, April 30, 1980, October 29, 1980,
August 3, 1982, January 31, 1983, October 31, 1983,
October 30, 1984, February 5, 1985, May 6, 1985,
February 4, 1986, August 5, 1986, February 15, 1988,
July 7, 1988, March 13, 1990, February 11, 1991,
April 29, 1991, July 29, 1991, May 5, 1992, November 2,
1992, May 11, 1993, February 14, 1994, May 10, 1994,
November 13, 1995, and May 14, 1996.
ARTICLE 1. OFFICES AND PLACES OF BUSINESS
------------------------------------------
Section 1.01. Principal Place of Business. The prin- IBCA Sec.
cipal place of business of the Corporation shall be located 140(17),
in such place, within or without the State of Iowa, as 501, 1602
shall be fixed by or pursuant to authority granted by the
Board of Directors from time to time.
Section 1.02. Registered Office. The registered IBCA Sec.
office of the Corporation required by the Iowa Business 501, 502
Corporation Act to be maintained in the State of Iowa may
be, but need not be, the same as its principal place of Articles of
business. The registered office may be changed from time Incorporation
to time by the Board of Directors as provided by law. Art. 5.
Section 1.03. Other Places. The Corporation may IBCA Sec.
conduct its business, carry on its operations, have 302(10)
offices, carry out any or all of its purposes, and
exercise any or all of its powers anywhere in the world,
within or without the State of Iowa.
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HON INDUSTRIES Inc. BY-LAWS 2.01
ARTICLE 2. SHAREHOLDERS
------------------------
Section 2.01. Annual Meeting. The annual meeting IBCA Sec. 701
of the shareholders shall be held in each year at such
time and place as shall be fixed by the Board of Directors
or by the Chairman of the Board of Directors; provided,
however, that the annual meeting shall not be scheduled
on a legal holiday in the state where held. Any previously
scheduled annual meeting may be postponed by resolution of
the Board of Directors and on public notice given prior to
the date previously scheduled for such annual meeting. At
the annual meeting, the shareholders shall elect Directors
as provided in Section 3.02 and may conduct any other
business properly brought before the meeting. (As amended
4/23/64, 8/1/79, 10/31/83, and 4/29/91.)
Section 2.02. Special Meetings. Special meetings IBCA Sec.
of the shareholders, for any purpose or purposes, may 702
be called, and the time and place thereof fixed by the
Board of Directors or by the holders of not less than
one-tenth of the outstanding shares entitled to vote at
the meeting. Business conducted at any special meeting 2.04
of shareholders shall be limited to the purposes stated
in the notice of the meeting. Any previously scheduled
special meeting of shareholders may be postponed by
resolution of the Board of Directors and public notice
given prior to the date previously scheduled for such
special meeting of shareholders. (As amended 4/23/64,
8/1/79, and 4/29/91.)
Section 2.03. Place of Shareholders' Meetings. Any IBCA Sec.
annual meeting or special meeting of shareholders may be 701, 702
held at any place, either within or without the State of
Iowa. The place of each meeting of shareholders shall be
fixed as provided in these By-laws, or by a waiver or 2.01, 2.02,
waivers of notice fixing the place of such meeting and 2.08, 2.14
signed by all shareholders entitled to vote at such
meeting. If no designation is made of the place of a
meeting of shareholders, the place of meeting shall be
the registered office of the Corporation in the State 1.02
of Iowa.
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HON INDUSTRIES Inc. BY-LAWS 2.04
Section 2.04. Notice of Shareholders' Meetings. IBCA Sec. 705
Written or printed notice stating the place, day, and hour
of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall
be delivered not less than ten days (unless a longer
period shall be required by law) 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 Secre-
tary, or the officer or persons calling the meeting,
to each shareholder of record entitled to vote at such 5.06
meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears
on the stock transfer books of the Corporation, with
postage thereon prepaid. (As amended 4/29/91.)
Section 2.05. Closing of Transfer Books; Fixing of IBCA Sec. 707
Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of share- 5.06
holders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determi-
nation of shareholders for any other proper purpose, the
Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period
but not to exceed, in any case, seventy days. If the stock
transfer books shall be closed for the purpose of deter-
mining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at
least fifteen days immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any
case to be not more than seventy days and, in case of a
meeting of shareholders, not less than fifteen days prior
to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the
Board of Directors does not provide that the stock trans-
fer books shall be closed and does not fix a record date
for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or share-
holders entitled to receive payment of a dividend, the
record date for such determination of shareholders shall
be seventy days prior to the date fixed for such meeting or
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HON INDUSTRIES Inc. BY-LAWS 2.04
seventy days prior to the date of payment of such dividend,
as the case may be. When any record date is fixed for any
determination of shareholders such determination of share-
holders shall be made as of the close of business on the
record date. When a determination of shareholders entitled
to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to
any adjournment thereof. (As amended 4/30/80, 8/3/82 and 2.08
4/29/91.)
Section 2.06. Voting List. The officer or agent IBCA Sec. 720
having charge of the stock transfer books for shares of
the Corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the share-
holders entitled to vote at such meeting or any adjourn-
ment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which
list, for a period of ten days prior to such meeting
shall be kept on file at the registered office of the 1.02
Corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspec-
tion of any shareholder during the whole time of the meet-
ing. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to 5.06
examine such list or transfer books or to vote at any
meeting of shareholders. Failure to comply with the re-
quirements of this Section shall not affect the validity
of any action taken at such meeting. (As amended 4/29/91.)
Section 2.07. Quorum of Shareholders. Except as IBCA Sec. 725,
otherwise expressly provided by the Articles of Incor- 726, 1001
poration or these By-laws, a majority of the outstanding 2.08, 2.09
common shares entitled to vote, represented in person or
by proxy, shall constitute a quorum at any meeting of
shareholders.
Section 2.08. Adjourned Meetings. Any meeting of
shareholders may be adjourned from time to time and to any
place, without further notice, by the chairman of the meeting
or by the affirmative vote of the holders of a majority of
the outstanding common shares entitled to vote and repre- IBCA Sec.
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HON INDUSTRIES Inc. BY-LAWS 2.04
sented at the meeting, even if less than a quorum. At any 705, 707,
adjourned meeting at which a quorum shall be present, any 725
business may be transacted which might have been transacted 2.02, 2.04
at the meeting as originally notified. (As amended 4/29/91.) 2.05
Section 2.09. Vote Required for Action. The vote Articles of
required for the adoption of any motion or resolution or Incorporation
the taking of any action at any meeting of shareholders Sec. 4.08-4.12
shall be as provided in the Articles of Incorporation.
However, action may be taken on the following procedural
matters by the affirmative vote of the holders of a IBCA Sec.
majority of the outstanding common shares entitled to 725, 726,
vote and represented at the meeting, even if less than a 727, 1021
quorum: election or appointment of a Chairman or 2.13
temporary Secretary of the meeting (if necessary), or
adoption of any motion to adjourn or recess the meeting
or any proper amendment of any such motion. Whenever the 2.08
minutes of any meeting of shareholders shall state that
any motion or resolution was adopted or that any action
was taken at such meeting of shareholders, such minutes
shall be prima facie evidence that such motion or
resolution was duly adopted or that such action was duly
taken by the required vote, and such minutes need not
state the number of shares voted for and against such
motion, resolution, or action.
Section 2.10. Proxies. At all meetings of share- IBCA Sec.
holders, a shareholder entitled to vote may vote either in 721, 722,
person or by proxy executed in writing by the shareholder 728
or by his duly authorized attorney in fact. Each such
proxy shall be filed with the Secretary of the Corpo-
ration or the person acting as Secretary of the meeting,
before or during the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless
otherwise provided in the proxy.
Section 2.11. Shareholders' Voting Rights. Each IBCA Sec. 721,
outstanding share entitled to vote shall be entitled to 722, 728
one vote on each matter submitted to a vote at a meeting Articles of
of shareholders, except as otherwise provided in the Incorporation
Articles of Incorporation. Voting rights for the election Sec. 4.08-
of Directors shall be as provided in Section 3.02 and in 4.12
the Articles of Incorporation. (As amended 2/12/76.) 3.02, 3.03,
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HON INDUSTRIES Inc. BY-LAWS 2.04
3.04
Section 2.12. Voting of Shares by Certain Holders. IBCA Sec. 721,
Shares standing in the name of another corporation, 722, 728
domestic or foreign, may be voted by such officer, agent,
or proxy as the By-laws of such corporation may prescribe,
or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
Shares held by an administrator, executor, guardian, or IBCA Sec. 724
conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name.
Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of
such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of
a receiver may be voted by such receiver without the
transfer thereof into his name if authority to do so be
contained in an appropriate order of the court by which
such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred
into the name of the pledgee, and thereafter the pledgee
shall be entitled to vote the shares so transferred.
Treasury shares shall not be voted at any meeting or
counted in determining the total number of outstanding
shares at any given time.
Section 2.13. Organization. The Chairman of the
Board of Directors or the Vice-Chairman or the President
or a Vice-President, as provided in these By-laws, shall 4.07, 4.08
preside at each meeting of shareholders; but if the Chair-
man of the Board of Directors, the Vice-Chairman, the
President, and each Vice-President shall be absent or
refuse to act, the shareholders may elect or appoint a
Chairman to preside at the meeting. The Secretary or an
Assistant Secretary, as provided in these By-laws, shall
act as Secretary of each meeting of shareholders; but if 4.09, 4.11
the Secretary and each Assistant Secretary shall be absent
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HON INDUSTRIES Inc. BY-LAWS 2.04
or refuse to act, the shareholders may elect or appoint a
temporary Secretary to act as Secretary of the meeting.
(As amended 4/23/64 and 8/1/79.)
Section 2.14. Waiver of Notice by Shareholders. IBCA Sec.
Whenever any notice whatsoever is required to be given to 706, 823
any shareholder of the Corporation under any provision of
law or the Articles of Incorporation or these By-laws, a
waiver thereof in writing signed by the person or persons 2.04
entitled to such notice, whether signed before or after
the time of the meeting or event of which notice is re-
quired, shall be deemed equivalent to the giving of such
notice. Neither the business to be conducted at, nor the
purpose of, any annual or special meeting of shareholders
need be specified in any waiver of notice of such meeting.
The attendance of any shareholder, in person or by proxy,
at any meeting of shareholders shall constitute a waiver
by such shareholder of any notice of such meeting to which
such shareholder would otherwise be entitled, and shall
constitute consent by such shareholder to the place, day,
and hour of such meeting and all business which may be
conducted at such meeting, unless such shareholder attends
such meeting and objects at such meeting to any business
conducted because the meeting is not lawfully called or
convened. (As amended 4/29/91.)
Section 2.15. Postponement of Shareholders' Meetings.
Any meeting of the shareholders may be postponed prior to
the record date by the Board of Directors or by the
Chairman. Written or printed notice of the postponement
shall be delivered not less than 10 days nor more than 60
days before the date set for the meeting, either personally
or by mail to each shareholder of record entitled to vote.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his or her address as it appears on the
stock transfer books of the Corporation, with postage
thereon prepaid. (As adopted 2/11/91.)
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HON INDUSTRIES Inc. BY-LAWS 2.04
Section 2.16. Notice of Shareholder Business and
Nominations.
(a) Annual Meeting of Shareholders.
(1) Nominations of persons for election to the
Board of Directors of the Corporation and the proposal
of business to be considered by the shareholders may
be made at an annual meeting of shareholders (i)
pursuant to the Corporation's notice of meeting, (ii)
by or at the direction of the Board of Directors, or
(iii) by any shareholder of the Corporation who was a
shareholder of record at the time of giving of notice
provided for in this By-law, who is entitled to vote
at the meeting and who complies with the notice
procedures set forth in this By-law.
(2) For nominations or other business to be
properly brought before an annual meeting by a share-
holder pursuant to Subsection 2.15(a)(1)(iii), the
shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to
the Secretary at the principal executive offices of
the Corporation not less than sixty days nor more than
ninety days prior to the first anniversary of the
preceding year's annual meeting of shareholders;
provided, however, that, if the date of the annual
meeting is advanced by more than thirty days or
delayed by more than sixty days from such anniversary
date, notice by the shareholder, to be timely, must be
so delivered not earlier than ninety days prior to
such annual meeting and not later than the close of
business on the later of the sixtieth day prior to
such annual meeting or the tenth day following the
date on which public announcement of the date of such
meeting is first made. Such shareholder's notice
shall set forth:
(i) as to each person whom the shareholder
proposes to nominate for election or reelection
as a Director, all information relating to such
person that is required to be disclosed in
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HON INDUSTRIES Inc. BY-LAWS 2.04
solicitations of proxies for election of Direc-
tors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange
Act") (including such person's written consent to
being named in the proxy statement as a nominee
and to serving as a Director if elected;
(ii) as to any other business that the share-
holder proposes to bring before the meeting, a
brief description of the business desired to be
brought before the meeting, the reasons for
conducting such business at the meeting, and any
material interest of such shareholder in such
business and the beneficial owner, if any, on
whose behalf the proposal is made; and
(iii) as to the shareholder giving the notice
and the beneficial owner, if any, on whose behalf
the nomination or proposal is made, the name and
address of such shareholder and of such benefi-
cial owner as they appear on the Corporation's
books, and the class and number of shares of the
Corporation which are owned beneficially and of
record by such shareholder and such beneficial
owner.
(3) Notwithstanding anything in the second
sentence of Subsection 2.15(a)(2) to the contrary, if
the number of Directors to be elected to the Board of
Directors of the Corporation is increased and there is
no public announcement by the Corporation naming all
the nominees for Director or specifying the size of the
increased Board of Directors at least seventy days
prior to the first anniversary of the preceding year's
annual meeting of shareholders, a shareholder's notice
required by this By-law shall also be considered
timely, but only with respect to nominees for any new
positions created by such increase, if it is delivered
to the Secretary at the principal executive offices of
the Corporation not later than the close of business on
the tenth day following the date on which such public
announcement is first made by the Corporation.
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HON INDUSTRIES Inc. BY-LAWS 2.04
(b) Special Meetings of Shareholders. Nominations of
persons for election to the Board of Directors may be made
at a special meeting of shareholders at which Directors are
to be elected pursuant to the Corporation's notice of
meeting (1) by or at the direction of the Board of Directors
or (2) by any shareholder of the Corporation who was a
shareholder of record at the time of giving of notice pro-
vided for in this By-law, who is entitled to vote at the
meeting, and who complies with the notice procedures set
forth in this By-law. Nominations by shareholders of persons
for election to the Board of Directors may be made at
such a special meeting of shareholders if the shareholder's
notice required by Subsection 2.15(a)(2) is delivered to
the Secretary at the principal executive offices of the
Corporation no earlier than ninety days prior to such
special meeting and not later than the close of business on
the later of the sixtieth day prior to such special meeting
or the tenth day following the date on which public
announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.
(c) General.
(1) Only persons who are nominated in accordance
with the procedures set forth in this By-law shall be
eligible to serve as Directors, and only such business
shall be conducted at a meeting of shareholders as
shall have been brought before the meeting in
accordance with the procedures set forth in these
By-laws. Except as otherwise provided by law, the
Articles of Incorporation, or the By-laws of the
Corporation, the Chairman of the meeting shall have
the power and duty to determine whether a nomination
or any business proposed to be brought before
the meeting was made in accordance with the procedures
set forth in these By-laws and, if any proposed nomi-
nation or business is not in compliance with these
By-laws, to declare that such defective proposal or
nomination shall be disregarded.
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HON INDUSTRIES Inc. BY-LAWS 2.04
(2) For purposes of this By-law, "public
announcement" means disclosure in a press release
reported by the Dow Jones News Service, Associated
Press, or comparable national news service or in a
document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section
13, 14, or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions
of this By-law, a shareholder shall also comply with all
applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the
matters set forth in this By-law. Nothing in this
By-law shall be deemed to affect any rights of
shareholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act. (As adopted 4/19/91.)
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HON INDUSTRIES Inc. BY-LAWS 3.01
ARTICLE 3. BOARD OF DIRECTORS
------------------------------
Section 3.01. General Powers. The business and IBCA Sec. 801,
affairs of the Corporation shall be managed by its Board 830
of Directors. The Board of Directors may exercise all
such powers of the Corporation and may do all such law- 4.07
ful acts and things as are not by law or the Articles Articles of
of Incorporation or these By-laws expressly required to Incorporation
be exercised or done by the shareholders. Art. 3
Section 3.02. Election of Directors. Subject to IBCA Sec. 803,
the Articles of Incorporation, the common shareholders 804
shall elect one class of Directors at each annual meeting
of shareholders. At each election of Directors, each
common shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of common
shares owned by him and entitled to vote, for as many
persons as the number of the class to be elected. Cum- 2.01, 2.11
ulative voting shall not be permitted. The election of
Directors may be conducted by written ballot, but need
not be conducted by written ballot unless required by a
rule or motion adopted by the shareholders. (As amended
2/12/76.)
Section 3.03. Number, Terms, Classification, and IBCA Sec. 802,
Qualifications. Subject to the Articles of Incor- 803, 804, 805,
poration: 806
(a) The number of Directors shall be eleven.
(As amended 10/29/80, 1/31/83, 2/5/85, 8/5/86, 3/13/90,
5/5/92, 11/2/92, 5/11/93, 2/14/94, 5/10/94, 11/13/95,
and 5/14/96.)
(b) The Directors shall be divided into three Articles of
classes, each of which shall be as nearly equal in number Incorporation
as possible. The term of office of one class shall ex- 6.01, 6.03
pire in each year. At each annual meeting of the share-
holders a number of Directors equal to the number of the
class whose term expires at the annual meeting shall be
elected for a term ending when Directors are elected at
the third succeeding annual meeting. Section 6.03 of the
Articles of Incorporation shall apply if there is a
failure in any one or more years to elect one or more
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HON INDUSTRIES Inc. BY-LAWS 3.01
Directors or to elect any class of Directors. (As Amended
2/4/86.)
(c) The number of Directors may be increased Articles of
or decreased from time to time by amendment of this Incorporation
Section, but no decrease shall have the effect of short- 6.02
ening the term of any incumbent Director. Any new Direc-
torships shall be assigned to classes, and any decrease in
the number of Directors shall be scheduled, in such a
manner that the three classes of Directors shall be as
nearly equal in number as possible.
(d) The term of each Director shall begin at the
time of his election. Unless sooner removed as provided in the
Articles of Incorporation or elected to fill a vacancy with a
shorter unexpired term pursuant to Section 3.04, each Director
shall serve for a term ending when Directors are elected at the
third succeeding annual meeting of shareholders.
However, any Director may resign at any time by delivering
his written resignation to the Chairman, Vice-Chairman,
President, or Secretary of the Corporation. The resignation
shall take effect immediately upon delivery, unless it
states a later effective date. (As amended 8/1/79.)
(e) Directors need not be residents of the State
of Iowa or shareholders of the Corporation.
(As amended 4/23/64, 4/15/70, 2/12/76, 7/23/76, 1/11/77,
4/18/77, 7/28/77, 7/29/77, 2/27/78, and 2/4/86.)
Section 3.04. Vacancies in Board. Any vacancy IBCA Sec. 810
occurring in the Board of Directors for any reason, and
any Directorship to be filled by reason of an increase in Articles of
the number of Directors, may be filled by the affirma- Incorporation
tive vote of a majority of the Directors then in office Sec. 4.08
even if less than a quorum (notwithstanding Sections 3.09 6.02
and 3.11). Except as otherwise provided in Section 6.03
of the Articles of Incorporation, a Director elected as
provided in this Section shall be elected for the unex-
pired term of his predecessor in office or the unexpired
term of the class of Directors to which his new Director-
ship is assigned. However, if a Director is elected to
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HON INDUSTRIES Inc. BY-LAWS 3.01
fill a vacancy caused by the resignation of a predecessor
whose resignation has not yet become effective, the new 2.09
Director's term shall begin when his predecessor's resig-
nation becomes effective. (As amended 4/23/64 and 3.03
2/12/76.)
Section 3.05. Regular Meetings. A regular meeting IBCA Sec. 820
of the Board of Directors may be held without notice other
than this Section, promptly after and at the same place 2.01, 2.02,
as each annual meeting of shareholders. 2.08
Other regular meetings of the Board of Directors may be
held at such time and at such places as shall be fixed by
(or pursuant to authority granted by) resolution or motion
adopted by the Board of Directors from time to time, with-
out notice other than such resolution or motion. However,
unless both the time and place of a regular meeting shall
be fixed by the Board of Directors, notice of such meeting
shall be given as provided in Section 3.08.
Section 3.06. Special Meetings. Special meetings IBCA Sec. 820
of the Board of Directors may be called, and the time and
place thereof fixed, by the Chairman of the Board of
Directors or the Vice-Chairman or the President or the
Secretary or by a majority of the Directors then in
office. (As amended 4/23/64 and 8/1/79.)
Section 3.07. Place of Meetings. Any regular meet- IBCA Sec. 820
ing or special meeting of the Board of Directors may be
held at any place, either within or without the State of
Iowa. The place of each meeting of the Board of Directors 3.05, 3.06,
shall be fixed as provided in these By-laws, or by waiver 3.10, 3.16
or waivers of notice fixing the place of such meeting and
signed by all Directors then in office. If no designation
is made of the place of a meeting of the Board of Direct-
ors, the place of meeting shall be the registered office of
the Corporation in the State of Iowa. 1.02
Section 3.08. Notice of Special Meetings. Written IBCA Sec.
or printed notice stating the place, day, and hour of a 822(2)
special meeting of the Board of Directors shall be deliv- 3.16
ered to each Director not less than twenty-four hours be-
fore the time of the meeting, either personally or by mail
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HON INDUSTRIES Inc. BY-LAWS 3.01
or by telegram, by or at the direction of the President,
the Secretary, or the officer or persons calling the meet-
ing. If mailed, such notice shall be deemed to be deliv-
ered when deposited in the United States mail addressed
to the Director at his address as it appears on the
records of the Corporation, with postage thereon prepaid. 5.06
If given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph
company, addressed to the Director at his address as it
appears on the records of the Corporation. Neither the
business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the
notice of such meeting. (As amended 7/7/88.)
Section 3.09. Quorum. Except as otherwise IBCA Sec. 824
expressly provided by the Articles of Incorporation
or these By-laws, a majority of the number of Direc-
tors fixed by these By-laws shall constitute a quorum 3.04, 3.10,
at any meeting of the Board of Directors. 3.11, 6.08,
6.09
Section 3.10. Adjourned Meetings. Any meeting of
the Board of Directors may be adjourned from time to time
and to any place, without further notice, by the affirma-
tive vote of a majority of the Directors present at the
meeting, even if less than a quorum. At any adjourned
meeting at which a quorum shall be present, any business
may be conducted which might have been transacted at the
meeting as originally notified. (As amended 4/29/91.)
Section 3.11. Vote Required for Action. Except as IBCA Sec. 824
otherwise provided in these By-laws, the affirmative vote
of a majority of the number of Directors fixed by these
By-laws shall be required for and shall be sufficient for 3.04, 3.10
the adoption of any motion or resolution or the taking 6.08, 6.09
of any action at any meeting of the Board of Directors.
However, the following actions may be taken by the affirm-
ative vote of a majority of the Directors present at the
meeting, even if less than a quorum: election or appoint-
ment of a Chairman or temporary Secretary of the meeting
(if necessary), or adoption of any motion to adjourn or 3.13
recess the meeting or any proper amendment of any such
motion. Whenever the minutes of any meeting of the 3.10
Board of Directors shall state that any motion or resolu-
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HON INDUSTRIES Inc. BY-LAWS 3.01
tion was adopted or that any action was taken at such
meeting of the Board of Directors, such minutes shall be
prima facie evidence that such motion or resolution was
duly adopted or that such action was duly taken by the
required vote, and such minutes need not state the number
of Directors voting for and against such motion, resolu-
tion, or action.
Section 3.12. Voting. Each Director (including, 6.08, 6.09
without limiting the generality of the foregoing, any
Director who is also an officer of the Corporation and any
Director presiding at a meeting) may vote on any question
at any meeting of the Board of Directors, except as other-
wise expressly provided in these By-laws. (As amended
4/23/64.)
Section 3.13. Organization. The Chairman of the
Board of Directors or the Vice-Chairman or the President
or a Vice-President, as provided in these By-laws, shall
preside at each meeting of the Board of Directors; but 4.07, 4.08
if the Chairman of the Board of Directors, the Vice-
Chairman, the President, and each Vice-President shall be
absent or refuse to act, the Board of Directors may elect
or appoint a Chairman to preside at the meeting. The
Secretary or an Assistant Secretary, as provided in these
By-laws, shall act as Secretary of each meeting of the 4.09, 4.11
Board of Directors; but if the Secretary and each Assist-
ant Secretary shall be absent or refuse to act, the Board
of Directors may elect or appoint a temporary Secretary to
act as Secretary of the meeting. (As amended 4/23/64 and
8/1/79.)
Section 3.14. Rules and Order of Business. The 4.02
Board of Directors may adopt such rules and regulations,
not inconsistent with applicable law or the Articles of
Incorporation or these By-laws, as the Board of Directors
deems advisable for the conduct of its meetings. Except
as otherwise expressly required by law or the Articles of
Incorporation or these By-laws or such rules or regula-
tions, meetings of the Board of Directors shall be con-
ducted in accordance with Robert's Rules of Order, Revised
(as further revised from time to time). Unless otherwise
determined by the Board of Directors, the order of busi-
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HON INDUSTRIES Inc. BY-LAWS 3.01
ness at the first meeting of the Board of Directors held
after each annual meeting of shareholders, and at other
meetings of the Board of Directors to the extent applica-
ble, shall be as follows:
(1) Roll call or other determination of
attendance and quorum.
(2) Proof of notice of meeting.
(3) Reading and action upon minutes of
preceding meeting and any other unapproved minutes.
(4) Report of President.
(5) Reports of other officers and committees.
(6) Election of officers.
(7) Unfinished business.
(8) New business.
(9) Adjournment.
Failure to comply with the requirements of this Section
shall not affect the validity of any action taken at any
meeting unless (a) specific and timely objection is made
at the meeting and (b) the person complaining thereto
sustains direct and material damage by reason of such
failure.
Section 3.15. Presumption of Assent. A Director IBCA Sec. 824
of the Corporation who is present at a meeting of the
Board of Directors or a committee thereof at which action
on any corporate matter is taken, shall be presumed to 6.10, 6.11
have assented to the action taken unless his dissent shall
be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the
person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by 3.16
registered or certified mail to the Secretary of the
Corporation immediately after the adjournment of the
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HON INDUSTRIES Inc. BY-LAWS 3.01
meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
Section 3.16. Waiver of Notice by Directors. IBCA Sec. 823
Whenever any notice whatsoever is required to be given
to any Director of the Corporation under any provision
of law or the Articles of Incorporation or these By-laws, 3.05, 3.08
a waiver thereof in writing signed by the Director or
Directors entitled to such notice, whether signed before
or after the time of the meeting or event of which notice
is required, shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at,
nor the purpose of, any meeting of the Board of Directors
need be specified in any waiver of notice of such meeting.
The attendance of any Director at any meeting of the Board
of Directors shall constitute a waiver by such Director of
any notice of such meeting to which such Director would
otherwise be entitled, and shall constitute consent by
such Director to the place, day, and hour of such meeting
and all business which may be conducted at such meeting,
unless such Director attends such meeting and objects at
such meeting to any business conducted because the meeting
is not lawfully called or convened. (As amended 4/29/91.) 3.15
Section 3.17. Informal Action by Directors. Any IBCA Sec. 821
action required by law or the Articles of Incorporation or
these By-laws to be taken by vote of or at a meeting of
the Board of Directors, or any action which may or could
be taken at a meeting of the Board of Directors (or of a
committee of Directors), may be taken without a meeting 3.18
if a consent in writing setting forth the action so taken
shall be signed by all of the Directors then in office (or
all of the members of such committee, as the case may be).
Such consent shall have the same force and effect as unan-
imous vote. The signing by each such Director (or by each
member of such committee) of any one of several duplicate
originals or copies of the instrument evidencing such con-
sent shall be sufficient. The written instrument or in-
struments evidencing such consent shall be filed with the
Secretary, and shall be kept by the Secretary as part of
the minutes of the Corporation. Such action shall be
deemed taken on the date of such written instrument or
instruments as stated therein, or on the date of such
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HON INDUSTRIES Inc. BY-LAWS 3.01
filing with the Secretary, whichever of such two dates
occurs first. (As amended 4/23/64.)
Section 3.18. Committees. The Board of Directors, IBCA Sec. 825
by resolution adopted by the affirmative vote of a major-
ity of the number of Directors fixed by Section 3.03, may
designate one or more committees (including, without
limiting the generality of the foregoing, an Executive
Committee). Each committee shall consist of two or more
Directors elected or appointed by the Board of Directors.
To the extent provided in such resolution as initially
adopted and as thereafter supplemented or amended by
further resolution adopted by a like vote, any such
committee shall have and may exercise, when the Board of
Directors is not in session, all the authority and powers
of the Board of Directors. However, no committee shall
have or exercise any authority prohibited by law.
No member of any committee shall continue to be a member
thereof after he ceases to be a Director of the Corpo-
ration.
Unless otherwise ordered by the Board of Directors, the
affirmative vote or consent in writing of all members of a
committee shall be required for the adoption of any motion
or resolution or the taking of any action by any such com-
mittee, except that an alternate member may take the place
of any absent member to the extent hereinafter provided.
The Board of Directors may elect or appoint one or more
Directors as alternate members of any such committee. Any
such alternate member may take the place of any absent
member, upon request by the Chairman of the Board of
Directors or the Vice-Chairman or the President or the
Chairman of such committee. The vote or consent in writ-
ing of such alternate member in the absence of such member
shall have the same effect as the vote or consent in writ-
ing of such member. (As amended 8/1/79.) 3.17
The Board of Directors may at any time increase or decrease
the number of members of any committee, fill vacancies
therein, remove any member thereof, adopt rules and regula-
tions therefor, or change the functions or terminate the
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HON INDUSTRIES Inc. BY-LAWS 3.01
existence thereof. The designation of any committee and
the delegation thereto of authority shall not operate to 6.10, 6.11
relieve the Board of Directors or any Director of any
responsibility imposed by law. (As amended 4/23/64.)
Section 3.19. Compensation. The Board of Direc- IBCA Sec.
tors may fix or provide for reasonable compensation of 811
any or all Directors for services rendered to the Cor-
poration as Directors, officers, or otherwise, including, 4.13, 6.08
without limiting the generality of the foregoing, payment
of expenses of attendance at meetings of the Board of
Directors or committees, payment of a fixed sum for atten-
dance at each meeting of the Board of Directors or a com-
mittee, salaries, bonuses, pensions, pension plans, pen-
sion trusts, profit-sharing plans, stock bonus plans,
stock option plans (subject to approval of the share-
holders if required by law), and other incentive, insur-
ance, and welfare plans, whether or not on account of
prior services rendered to the Corporation. No such com-
pensation shall preclude any Director from serving the
Corporation in any other capacity and receiving compen-
sation therefor.
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HON INDUSTRIES Inc. BY-LAWS 4.01
ARTICLE 4. OFFICERS
--------------------
Section 4.01. Number and Designation. The officers IBCA Sec.
of the Corporation shall be a Chairman of the Board of 840
Directors, a Vice-Chairman, a President, one or more Vice-
Presidents, a Secretary, a Treasurer, one or more Assist-
ant Secretaries, one or more Assistant Treasurers, and 4.03
such other officers as the Board of Directors deems advis-
able. (As amended 4/23/64 and 8/1/79.)
Section 4.02. Election or Appointment of Officers. IBCA Sec.
At the first meeting of the Board of Directors held after 840
each annual meeting of shareholders, the Board of Dir-
ectors shall elect the officers specifically referred 3.11, 4.05
to in Section 4.01, shall appoint certified public
accountants to perform the annual audit, and shall elect
or appoint such other officers and agents as the Board
deems advisable. If in any year the election of officers
does not take place at such meeting, such election shall
be held as soon thereafter as may be convenient. In
addition, the Board of Directors may from time to time 4.06, 4.07
elect, appoint, or authorize any officer to appoint such
other officers and agents as the Board deems advisable.
Any election may be conducted by ballot, but need not be
conducted by ballot unless required by a rule, regulation,
or motion adopted by the Board of Directors. (As amended 3.14
3/3/80.)
Section 4.03. Tenure and Qualifications. Each
officer, unless sooner removed as provided in Section
4.04, shall hold office until his successor shall be
elected or appointed and shall qualify. However, any
officer may resign at any time by filing his written
resignation with the President or Secretary of the Cor-
poration; and such resignation shall take effect immedi-
ately upon such filing, unless a later effective date is
stated therein. Officers need not be residents of the
State of Iowa or Directors or shareholders of the Cor-
poration. Any two or more offices may be held by the same
person.
Section 4.04. Removal. Any officer or agent of the IBCA Sec. 843
Corporation may be removed by the Board of Directors when-
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HON INDUSTRIES Inc. BY-LAWS 4.01
ever in its judgment the best interests of the Corporation
will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
Section 4.05. Vacancies. Any vacancy occurring in
any office for any reason may be filled by the Board of 4.03
of Directors.
Section 4.06. Duties and Powers of Officers. IBCA Sec.
Except as otherwise expressly provided by law or the 841
Articles of Incorporation or these By-laws, the duties 45
and powers of all officers and agents of the Corporation
shall be determined and defined from time to time by the
Board of Directors. Unless otherwise determined by the
Board of Directors, the officers referred to in the fol-
lowing Sections shall have the duties and powers set forth
in the following Sections, in addition to all duties and
powers of such officers prescribed by law or by the
Articles of Incorporation or other provisions of these By-
laws. However, the Board of Directors may from time to
time alter, add to, limit, transfer to another officer or
agent, or abolish any or all of the duties and powers of
any officer or agent of the Corporation (including, with-
out limiting the generality of the foregoing, the duties
and powers set forth in the following Sections and in
other provisions of these By-laws). Any person who holds
two or more offices at the same time may perform or exer-
cise any or all of the duties and powers of either or both
of such offices in either or both of such capacities.
Section 4.07. Chairman of the Board of Directors; 4.06
Vice-Chairman; President.
(a) The Chairman of the Board of Directors shall
preside at all meetings of shareholders and of the Board of
Directors. He shall be responsible for making recommenda-
tions concerning Board policies and committees, shall main-
tain Board liaison with the President, and, when required,
because of the inability of the President to act or other-
wise, shall have the same powers as the President on behalf
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HON INDUSTRIES Inc. BY-LAWS 4.01
of the Corporation. He may from time to time, unless other-
wise ordered by the Board, authorize or direct the Vice-
Chairman or President to perform any of the duties or
exercise any of the powers of the Chairman. (As amended
10/27/77, 10/30/84, 2/15/88, and 7/29/91.)
(b) The Vice-Chairman shall preside at meetings
of the shareholders or of the Board in the absence of the
Chairman. He shall also perform such other duties as the
Chairman may authorize or direct. (As amended 7/29/91.)
(c) The President shall be the chief executive
officer of the Corporation and, subject to the control of
the Board, shall supervise, control, and manage all of the
business affairs of the Corporation. He shall report to
the Chairman when the Board is not in session. In the
absence of the Chairman and Vice-Chairman, the President
shall preside at meetings of shareholders and of the Board.
Unless otherwise ordered by the Board, the President (1) may
employ, appoint and discharge such employees, agents,
attorneys and accountants (except the certified public
accountants appointed by the Board pursuant to Section 4.02)
for the Corporation as he deems necessary or advisable, and
shall prescribe their authority, duties, powers, and compen-
sation, including, if appropriate, the authority to perform
some or all of the duties or exercise some or all of the
powers of the President; (2) may make and enter into on
behalf of the Corporation all deeds, conveyances, mortgages,
leases, contracts, agreements, bonds, reports, releases, and
other documents or instruments which may in his judgment be
necessary or advisable in the ordinary course of the Corpo-
ration's business or which shall be authorized by the Board;
(3) shall see that all Corporation policies and all orders
and resolutions of the Board are carried into effect; and
(4) shall have all the usual duties and powers of the
President of a corporation and such other duties and powers
as may be prescribed from time to time by the Board. (As
amended 7/29/91.)
Section 4.08. Vice-Presidents. Each Vice-President 4.06, 4.07
shall have such duties and powers as may be prescribed
from time to time by the President or the Board of
Directors. (As amended 4/23/64 and 10/27/77.)
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HON INDUSTRIES Inc. BY-LAWS 4.01
Section 4.09. Secretary. The Secretary: 4.06
(a) shall, when present, act as Secretary of
each meeting of the shareholders and of the Board of 2.13, 3.13
Directors;
(b) shall keep the minutes of the meetings of IBCA Sec.
the shareholders and the Board of Directors in one or more 840(3)
books provided for that purpose;
(c) shall see that all notices are duly given 2.04, 2.06,
and that lists of shareholders are made and filed as 3.05, 3.08,
required by law or the Articles of Incorporation or 6.04
these By-laws;
(d) shall be custodian of the corporate records 6.01, 6.04
and the seal of the Corporation and shall, when duly IBCA Sec.
authorized, see that the seal is affixed to any instrument 840(3)
requiring it;
(e) shall keep a record of the Directors,
giving the names and addresses of all Directors; and 5.06
(As amended 4/23/64 and 2/19/79.)
(f) shall have all the usual duties and powers
of the Secretary of a corporation and such duties and
powers as may be prescribed from time to time by the
President or the Board of Directors. (As amended
2/19/79.)
Section 4.10. Treasurer. The Treasurer: 4.06
(a) shall have charge and custody of and be
responsible for all funds, securities, and evidences of
indebtedness belonging to the Corporation;
(b) shall receive and give receipts for moneys
due and payable to the Corporation from any source
whatever;
(c) shall see that all such moneys are depos-
ited in the name of and to the credit of the Corporation
in such depositories as shall be designated by or pursuant
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HON INDUSTRIES Inc. BY-LAWS 4.01
to authority granted by the Board of Directors;
(d) shall cause the funds of the Corporation 6.06
to be disbursed when and as duly authorized to do so;
(e) shall see that correct and complete books
of account and financial statements are kept and prepared
in accordance with generally accepted accounting prin- 6.11
ciples except to the extent such duties are assigned by
the President to other officers or employees of the
Corporation; (As amended 2/13/77.)
(f) shall have all the usual duties and
powers of the Treasurer of a corporation and such duties
and powers as may be prescribed from time to time by the
President or the Board of Directors; (As amended
2/13/77.)
(g) shall keep at the registered office or
principal place of business of the Corporation a record of
its shareholders (which shall be part of the stock trans-
fer books of the Corporation), giving the names and 1.01., 1.02
addresses of all shareholders and the number and class of
the shares held by each; and (As amended 2/19/79.)
(h) shall have charge of the stock transfer Art. 5
books of the Corporation, and shall record the issuance
and transfer of shares, except to the extent that such
duties shall be delegated by the Board of Directors to a
transfer agent or registrar. (As amended 2/19/79.)
Section 4.11. Assistant Secretaries. In the absence 4.01, 4.06
of the Secretary or in the event of his death or inability
or refusal to act, the Assistant Secretary (or, if there
shall be more than one, the Assistant Secretaries in the
order designated by the Board of Directors from time to
time, or, in the absence of any such designation, in the
order in which their names shall appear in the minutes
showing their election) shall perform the duties and ex-
ercise the powers of the Secretary. Each Assistant Secre- 4.09
tary shall also have such duties and powers as may be pre-
scribed from time to time by the Secretary or the Presi-
dent or the Board of Directors. (As amended 4/23/64.)
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HON INDUSTRIES Inc. BY-LAWS 4.01
Section 4.12. Assistant Treasurers. In the absence 4.01, 4.06
of the Treasurer or in the event of his death or inability
or refusal to act, the Assistant Treasurer (or, if there
shall be more than one, the Assistant Treasurers in the
order designated by the Board of Directors from time to
time, or, in the absence of any such designation, in the
order in which their names shall appear in the minutes
showing their election) shall perform the duties and
exercise the powers of the Treasurer. Each Assistant 4.10
Treasurer shall also have such duties and powers as may be
prescribed from time to time by the Treasurer or the
President or the Board of Directors. (As amended
4/23/64.)
Section 4.13. Compensation. The Board of Directors
may fix or provide for, or may authorize any officer to
fix or provide for, reasonable compensation of any or all
of the officers and agents of the Corporation, including, 3.19, 6.08
without limiting the generality of the foregoing, sala-
ries, bonuses, payment of expenses, pensions, pension
plans, pension trusts, profit-sharing plans, stock bonus
plans, stock option plans (subject to approval of the
shareholders if required by law), and other incentive,
insurance, and welfare plans, whether or not on account of
prior services rendered to the Corporation. (As amended
4/23/64.)
Section 4.14. Bond. The Board of Directors may
require an officer or agent to give a bond for the faith-
ful performance of his duties, in such amount and with
such surety or sureties as the Board of Directors deems
advisable.
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HON INDUSTRIES Inc. BY-LAWS 5.01
ARTICLE 5. SHARES AND CERTIFICATES
-----------------------------------
Section 5.01. Issuance of and Consideration for IBCA Sec. 621
Shares. Shares and securities convertible into shares
of the Corporation may be issued for such consideration
expressed in dollars (not less than the par value thereof
in the case of shares having a par value) as shall be
fixed from time to time by the Board of Directors, and Articles of
may be issued to such persons as may be designated from Incorporation
time to time by or pursuant to authority granted by the Art. 4
Board of Directors, except as otherwise required by law
or the Articles of Incorporation or these By-laws. 5.02
Section 5.02. Restrictions on Issuance of Shares IBCA Sec. 621
and Certificates. No share of the Corporation shall be
issued until such share is fully paid as provided by law.
Neither promissory notes of the subscriber nor future
services shall constitute payment or part payment for
shares of the Corporation.
No fractional share or certificate representing any frac- IBCA Sec. 604
tional share shall be issued unless expressly authorized
by the Board of Directors.
No new certificate shall be issued in place of any certi- 5.05
ficate until the old certificate for a like number of
shares shall have been surrendered and cancelled, except
as otherwise provided in Section 5.04.
Section 5.03. Certificates Representing Shares. IBCA Sec. 625
Each shareholder shall be entitled to a certificate or
certificates representing the shares of the Corporation
owned by him. Certificates representing shares of the
Corporation shall be in such form as shall be determined
by or pursuant to authority granted by the Board of
Directors. Each certificate shall be signed by the
President or a Vice-President and by the Secretary or an
Assistant Secretary, and the corporate seal may be affixed 6.01
thereto. All certificates shall be consecutively numbered
or otherwise identified. The name and address of the per-
son to whom the shares represented thereby are issued, and
the number and class of shares and date of issuance, shall
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HON INDUSTRIES Inc. BY-LAWS 5.01
be entered on the stock transfer books of the Corporation. 5.05, 5.06
Section 5.04. Lost, Destroyed, Stolen, or Mutilated
Certificates. The Board of Directors may authorize a new
certificate to be issued in place of any certificate
alleged to have been lost, destroyed, or stolen, or which
shall have been mutilated, upon production of such evidence
and upon compliance with such conditions as the Board of
Directors may prescribe.
Section 5.05. Transfer of Shares. Shares of the 2.05
Corporation shall be transferable only on the stock trans-
fer books of the Corporation, by the holder of record
thereof or by his duly authorized attorney or legal repre-
sentative (who shall furnish such evidence of authority to
transfer as the Corporation or its agent may reasonably
require), upon surrender to the Corporation for cancel-
lation of the certificate representing such shares, duly
endorsed or with a proper written assignment or power of
attorney duly executed and attached thereto, and with such
proof of the authenticity of signatures as the Corporation
or its agent may reasonably require. The Corporation
shall cancel the old certificate, issue a new certificate
to the person entitled thereto, and record the transaction
on its stock transfer books. However, if the applicable
law permits shares to be transferred in a different
manner, then to the extent required to comply with such
law all references in this Section to "shares" shall mean
the rights against the Corporation inherent in or arising
out of such shares. 5.06
Section 5.06. Shareholders of Record; Change of Name
or Address. The Corporation shall be entitled to recog-
nize the exclusive right of a person shown on its stock
transfer books as the holder of shares to receive notices
and dividends, to vote as such holder, and to have and 2.04, 2.06
exercise all other rights deriving from such shares, and
shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any
other person, whether or not it shall have actual or
constructive notice thereof. Unless the context or
another provision of these By-laws clearly indicates
otherwise, all references in these By-laws to "share-
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HON INDUSTRIES Inc. BY-LAWS 6.01
holders" and "holders" shall mean the shareholders
of record as shown on the stock transfer books of the 5.03, 5.05
Corporation.
Each shareholder and each Director shall promptly notify
the Secretary in writing of his correct address and any
change in his name or address from time to time. If any
shareholder or Director fails to give such notice, neither
the Corporation nor any of its Directors, officers,
agents, or employees shall be liable or responsible to
such shareholder or Director for any error or loss which
might have been prevented if such notice had been given.
(As amended 4/23/64.)
Section 5.07. Regulations. The Board of Directors
may adopt such rules and regulations, not inconsistent with
applicable law or the Articles of Incorporation or these
By-laws, as it deems advisable concerning the issuance,
transfer, conversion, and registration of certificates
representing shares of the Corporation.
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HON INDUSTRIES Inc. BY-LAWS 6.01
ARTICLE 6. GENERAL PROVISIONS
------------------------------
Section 6.01. Seal. The corporate seal shall be IBCA
circular in form and shall have inscribed thereon the Sec. 302(2)
name of the Corporation and the words "Corporate Seal" and
"Iowa". The seal may be affixed by causing it or a fac-
simile thereof to be impressed or reproduced or otherwise.
Section 6.02. Fiscal Year. The fiscal year of the
Corporation shall be fixed by the Board of Directors from
time to time.
Section 6.03. Dividends. The Board of Directors IBCA Sec. 623
may from time to time declare, and the Corporation may
pay, dividends on the outstanding shares in the manner
and upon the terms and conditions provided by law and Articles of
the Articles of Incorporation. Incorporation
Art. 4
Section 6.04. Execution of Documents and Instru-
ments. All deeds and conveyances of real estate, mort-
gages of real estate, and leases of real estate (for an
initial term of five years or more) to be executed by the
Corporation shall be signed in the name of the Corporation
by the Chairman of the Board of Directors or the Vice-
Chairman or the President or a Vice-President and signed
or attested by the Secretary or an Assistant Secretary,
and the corporate seal shall be affixed thereto. 6.01
All other documents or instruments to be executed by the
Corporation (including, without limiting the generality of
the foregoing, contracts, agreements, bonds, reports,
notices, releases, promissory notes, and evidences of
indebtedness; and deeds, conveyances, mortgages, and
leases other than those referred to in the preceding
sentence) shall be signed in the name of the Corporation
by any one or more of the officers of the Corporation,
with or without the corporate seal. 5.03
However, from time to time the Board of Directors or 4.06, 4.07,
the Chairman of the Board of Directors or the Vice- 4.08
Chairman or the President may alter, add to, limit,
transfer to another officer or agent, or abolish the
authority of any officer or officers to sign any or all
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HON INDUSTRIES Inc. BY-LAWS 6.01
documents or instruments, or may authorize the execution
of any document or instrument by any person or persons,
with or without the corporate seal, and such action may be
either general or confined to specific instances. (As
amended 4/23/64 and 8/1/79.)
Section 6.05. Loans. No loans shall be contracted
on behalf of the Corporation and no evidences of indebt-
edness shall be issued in its name unless authorized by or
pursuant to authority granted by the Board of Directors.
Such authorization may be either general or confined to 6.04
specific instances.
Section 6.06. Checks and Drafts. All checks and 4.10
drafts issued in the name of the Corporation shall be
signed by such person or persons and in such manner as
shall be authorized by or pursuant to authority granted by
the Board of Directors.
Section 6.07. Voting of Shares Owned by Corpora-
tion. Any shares or securities of any other corporation
or company owned by this Corporation may be voted at any
meeting of shareholders or security holders of such other
corporation or company by the Chairman of the Board of
Directors of this Corporation. Whenever in the judgment
of the Chairman of the Board of Directors it shall be ad-
visable for the Corporation to execute a proxy or waiver
of notice or to give a consent with respect to any shares
or securities of any other corporation or company owned by
this Corporation, such proxy, waiver, or consent shall be
executed in the name of this Corporation, as directed by
the Chairman of the Board of Directors, without necessity 6.04
of any authorization by the Board of Directors. Any per-
son or persons so designated as the proxy or proxies of
this Corporation shall have full right, power, and
authority to vote such shares or securities on behalf of
this Corporation. In the absence of the Chairman of the
Board of Directors or in the event of his death or inabil- 4.07
ity to act, the Vice-Chairman may perform the duties and
exercise the powers of the Chairman of the Board of
Directors under this Section. The provisions of this
Section shall be subject to any specific directions by
the Board of Directors. (As amended 4/23/64 and 8/1/79.) 4.06
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HON INDUSTRIES Inc. BY-LAWS 6.01
Section 6.08. Interest of Directors in Transactions. 3.12
In the absence of fraud, any contract or other transaction IBCA Sec.
between the Corporation and any or all of its Directors 831
(including, without limiting the generality of the fore-
going, any authorization of or payment of compensation to 3.19, 4.13
any Director or officer of the Corporation), or between the
Corporation and any person or party in which any or all of
the Directors of the Corporation are interested or with
which they are connected (whether as shareholders, direct-
ors, officers, owners, partners, members, employees, or
otherwise) shall be valid for all purposes, notwithstanding
the presence of such Director or Directors at the meeting
of the Board of Directors which shall act upon or with
respect to such contract or transaction, and notwith-
standing his or their participation in and vote upon such
action, if the fact of such interest shall be disclosed or
otherwise known to the Board of Directors prior to or at
the time of the taking of such action. Such interested
Director or Directors are hereby expressly authorized to
vote upon any action of the Board of Directors upon or with
respect to such contract or transaction; may be counted in
determining whether a quorum is present; and may be in-
cluded in the majority necessary to take such action. Each
Director of the Corporation is hereby expressly relieved,
in the absence of fraud, from any liability which might
otherwise exist or arise from contracting with the Corpo-
ration for the benefit of himself or any person or party in
which he may be in any way interested or with which he may
be in any way connected.
Any contract, transaction, or action of the Corporation or
of the Board of Directors which shall be ratified at any
meeting of shareholders by the affirmative vote of the
holders of a majority of the outstanding common shares
entitled to vote, shall be as valid and as binding as
though expressly authorized in writing by every shareholder
of the Corporation. However, any failure of the share-
holders to approve or ratify such contract, transaction, or
action, when and if submitted, shall not be deemed in any
way to render the same invalid or to deprive the Directors
or officers of authority to proceed with such contract,
transaction, or action.
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HON INDUSTRIES Inc. BY-LAWS 6.01
This Section shall not be construed to invalidate any con-
tract or transaction which would otherwise be valid, nor as
a limitation upon the powers of the Directors or officers,
nor as a requirement that any contract or transaction of
the Corporation be approved or ratified by the share-
holders.
Section 6.09. Indemnification. The Corporation may IBCA Sec.
indemnify any Qualified Person. For purposes of this 856
Section, "Qualified Person" means any person who was or is
a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or
proceeding (whether civil, criminal, administrative, or
investigative including, without limitation, an action or
suit by or in the right of the Corporation) (collectively,
"Action") by reason of the fact that he or she is or was a
Director, officer, employee, member, if any, volunteer, or
agent of the Corporation, or is or was serving at the
request of the Corporation as a Director, officer, partner,
trustee, employee, member, if any, volunteer, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, other enterprise, or employee benefit plan.
The indemnification may be against expenses (including
attorneys' fees), judgments, fines, and amounts paid or
incurred in settlement which the Qualified Person actually
and reasonably incurred in connection with the Action, in
the manner and to the extent provided in this Section.
(a) Indemnification may be made in the following
independent and alternative methods:
(1) In the manner and to the extent provided
by Iowa law;
(2) If and to the extent that the Board of IBCA Sec.
Directors determines that the person acted in good faith 855(b)
and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the Corporation.
This determination may be made (notwithstanding Sections
3.09 and 3.11) either by: (i) a majority vote of a
quorum consisting of Directors who were not parties to
the Action; or (ii) a unanimous vote of all Directors
who were not parties to the Action (whether or not
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HON INDUSTRIES Inc. BY-LAWS 6.01
constituting a quorum), if there are at least two such
Directors;
(3) In accordance with any agreement
authorized by the Board of Directors before the
commencement of the Action;
(4) If and to the extent authorized by action
of the shareholders; or
(5) In any other manner not prohibited by
Iowa law.
(b) Restrictions and presumptions required by
law with regard to indemnification referred to in Sub-
section (a)(1) shall not apply to indemnification under
Subsections (a)(2), (3), or (4); provided, however,
indemnification shall not be provided in any case for:
(1) A breach of a person's duty of loyalty to
the Corporation;
(2) Acts or omissions not in good faith or
which involve intentional misconduct or knowing viola-
tion of the law;
(3) A transaction from which the person
derives an improper personal benefit; or
(4) Proceedings by or in the right of the IBCA Sec.
Corporation unless permitted in Iowa Code Section 858
496A.4A(2) as amended from time to time.
(5) Proceedings by or in the right of the
Corporation unless permitted in Iowa Code Section
496A.4A(2), as amended from time to time.
(c) To the extent that a Qualified Person has been
successful on the merits or otherwise in defense of any
Action or in defense of any claim, issue, or matter therein,
he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or
her in connection with such Action.
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HON INDUSTRIES Inc. BY-LAWS 6.01
(d) Any indemnification of a Qualified Person may
be both as to action in his or her official capacity and as
to action in another capacity while holding such official
capacity; shall continue as to a Qualified Person who has
ceased to be a Director, officer, employee, member, if any,
volunteer, or agent; and shall inure to the benefit of the
heirs, beneficiaries, and personal representatives of the
Qualified Person.
(e) Indemnification may be made either by direct
payment by the Corporation or by reimbursement to the
Qualified Person. (As amended 2/15/88.)
Section 6.10. Duty of Care. Directors and officers
of the Corporation shall not be liable for losses of the
Corporation incurred under their management which are not
the result of misconduct in the performance of duty or
negligence in failing to exercise that diligence, care, and
skill which an ordinarily prudent man would exercise under
similar circumstances.
Section 6.11. Reliance on Documents. Each Director
and officer shall, in the performance of his duties, be
fully protected in relying and acting in good faith upon
the books of account or other records of the Corporation, 4.10
or reports made or financial statements presented by any
officer of the Corporation or by an independent public or
certified public accountant or firm of such accountants or
by an appraiser selected with reasonable care by the Board
of Directors or by any committee thereof; and each Director
and officer is hereby expressly relieved from any liability
which might otherwise exist or arise from or in connection
with any such action.
Section 6.12. Effect of Partial Invalidity. If a
court of competent jurisdiction shall adjudge to be invalid
any clause, sentence, paragraph, section, or part of the
Articles of Incorporation or these By-laws, such judgment
or decree shall not affect, impair, invalidate, or nullify
the remainder of the Articles of Incorporation or these By-
laws, but the effect thereof shall be confined to the
clause, sentence, paragraph, section, or part so adjudged
to be invalid.
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HON INDUSTRIES Inc. BY-LAWS 6.01
Section 6.13. Definitions. Any word or term which IBCA Sec.
is defined in the Iowa Business Corporation Act shall have 140
the same meaning wherever used in the Articles of Incorpo-
ration or in these By-laws, unless the context or another
provision of the Articles of Incorporation or these By-
laws clearly indicates otherwise. Wherever used in the
Articles of Incorporation or in these By-laws, unless the
context or another provision of the Articles of Incorpo-
ration or these By-laws clearly indicates otherwise, the
use of the singular shall include the plural, and vice
versa; and the use of any gender shall be applicable to
any other gender. Wherever used in the Articles of Incor-
poration or in these By-laws, the word "written" shall
mean written, typed, printed, duplicated, or reproduced by
any process. (As amended 4/23/64.)
Section 6.14. Authority to Carry Out Resolutions and
Motions. Each resolution or motion adopted by the share-
holders or by the Board of Directors shall be deemed to
include the following provision, unless the resolution or
motion expressly negates this provision: The officers of
the Corporation are severally authorized on behalf of the
Corporation to do all acts and things which may be neces-
sary or convenient to carry out this resolution (motion),
including, without limitation, the authority to make,
execute, seal, deliver, file, and perform all appropriate
contracts, agreements, certificates, documents, and
instruments.
The foregoing provision shall automatically be a part of
the resolution or motion even though not stated in the
minutes; and any officer may state or certify that the
foregoing provision is included in the resolution or
motion. (Added entire section 8/3/82.)
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HON INDUSTRIES Inc. BY-LAWS 7.01
ARTICLE 7. AMENDMENTS
----------------------
Section 7.01. Reservation of Right to Amend. The Articles of
Corporation expressly reserves the right from time to Incorporation,
time to amend these By-laws, in the manner now or here- Art. 4,
after permitted by the provisions of the Articles of Art. 8
Incorporation and these By-laws, whether or not such
amendment shall constitute or result in a fundamental
change in the purposes or structures of the Corporation 7.02
or in the rights or privileges of shareholders or others
or in any or all of the foregoing. All rights and
privileges of shareholders or others shall be subject to
this reservation. Wherever used in these By-laws with
respect to the By-laws, the word "amend," "amended," or
"amendment" includes and applies to the amendment, altera-
tion, or repeal of any or all provisions of the By-laws or
the adoption of new By-laws. (As amended 4/28/66.)
Section 7.02. Procedure to Amend. Any amendment IBCA Sec. 206,
to these By-laws may be adopted at any meeting of the 1020, 1022
Board of Directors by the affirmative vote of a Articles of
majority of the number of Directors fixed by Section Incorporation,
3.03. No notice of any proposed amendment to the Art. 8
By-laws shall be required. (As amended 4/28/66.) 3.08, 3.17
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