EXHIBIT 3(ii)
JOHNSON CONTROLS, INC.
BY-LAWS
(As in effect March 27, 2002)
ARTICLE I
OFFICES
The principal office of the corporation in the State of Wisconsin shall
be located in the City of Glendale, County of Milwaukee. The corporation may
have such other offices, either within or without the State of Wisconsin, as the
Board of Directors may designate or as the business of the corporation may
require from time to time.
The registered office of the corporation required by the Wisconsin
Business Corporation Law to be maintained in the State of Wisconsin may be, but
need not be, identical with the principal office in the State of Wisconsin, and
the address of the registered office may be changed from time to time by the
Board of Directors.
ARTICLE II
SHAREHOLDERS
Section 1. ANNUAL MEETING. The Annual Meeting of the shareholders of
the Corporation (an "Annual Meeting") shall be held on the fourth Wednesday in
the month of January in each year, at the hour of 2:00 o'clock P.M., or at such
other hour or day as may be designated by the Board of Directors. At each Annual
Meeting, the shareholders shall elect a number of directors equal to the number
of the class whose term expires at the time of such meeting and shall conduct
any other business properly brought before the Annual Meeting in accordance with
Article II, Section 13 of the By-Laws. In the event of failure, through
oversight or otherwise, to hold the Annual Meeting of shareholders in any year
on the date herein provided therefor, the Annual Meeting, upon waiver of notice
or upon due notice, may be held at a later date and any election had or business
done at such Annual Meeting shall be as valid and effectual as if had or done at
the Annual Meeting on the date herein provided. In fixing a meeting date for any
Annual Meeting, the Board of Directors may consider such factors as it deems
relevant within the good faith exercise of its business judgment.
Section 2. SPECIAL MEETINGS.
(a) A special meeting of the shareholders of the Corporation
(a "Special Meeting") may be called only by (i) the Chairman of the Board, (ii)
the President or (iii) the Board of Directors and shall be called by the
Chairman of the Board or the President upon the demand, in accordance with this
Section 2, of the holders of record of shares representing at least 10% of all
the votes entitled to be cast on any issue proposed to be considered at the
Special Meeting.
(b) In order that the Corporation may determine the
shareholders entitled to demand a Special Meeting, the Board of Directors may
fix a record date to determine the shareholders entitled to make such a demand
(the "Demand Record Date"). The Demand Record Date shall not precede the date
upon which the resolution fixing the Demand Record Date is adopted by the Board
of Directors and shall not be more than 10 days after the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors.
Any shareholder of record seeking to have shareholders demand a Special Meeting
shall, by sending written notice to the Secretary of the Corporation by hand or
by certified or registered mail, return receipt requested, request the Board of
Directors to fix a Demand Record Date. The Board of Directors shall promptly,
but in all events within 10 days after the date on which a valid request to fix
a Demand Record Date is received, adopt a resolution fixing the Demand Record
Date and shall make a public announcement of such Demand Record Date. If no
Demand Record Date has been fixed by the Board of Directors within 10 days after
the date on which such request is received by the Secretary, the Demand Record
Date shall be the 10th day after the first date on which a valid written request
to set a Demand Record Date is received by the Secretary. To be valid, such
written request shall set forth the purpose or purposes for which the Special
Meeting is to be held, shall be signed by one or more shareholders of record (or
their
duly authorized proxies or other representatives), shall bear the date of
signature of each such shareholder (or proxy or other representative) and shall
set forth all information about each such shareholder and about the beneficial
owner or owners, if any, on whose behalf the request is made that would be
required to be set forth in a shareholder's notice described in paragraph
(a)(ii) of Article II, Section 13 of these By-Laws.
(c) In order for a shareholder or shareholders to demand a
Special Meeting, a written demand or demands for a Special Meeting by the
holders of record as of the Demand Record Date of shares representing at least
10% of all the votes entitled to be cast on each issue proposed to be considered
at the Special Meeting must be delivered to the Corporation. To be valid, each
written demand by a shareholder for a Special Meeting shall set forth the
specific purpose or purposes for which the Special Meeting is to be held (which
purpose or purposes shall be limited to the purpose or purposes set forth in the
written request to set a Demand Record Date received by the Corporation pursuant
to paragraph (b) of this Section 2), shall be signed by one or more persons who
as of the Demand Record Date are shareholders of record (or their duly
authorized proxies or other representatives), shall bear the date of signature
of each such shareholder (or proxy or other representative), and shall set forth
the name and address, as they appear in the Corporation's books, of each
shareholder signing such demand and the class and number of shares of the
Corporation which are owned of record and beneficially by each such shareholder,
shall be sent to the Secretary by hand or by certified or registered mail,
return receipt requested, and shall be received by the Secretary within 70 days
after the Demand Record Date.
(d) The Corporation shall not be required to call a Special
Meeting upon shareholder demand unless, in addition to the documents required by
paragraph (c) of this Section 2, the Secretary receives a written agreement
signed by each Soliciting Shareholder, pursuant to which each Soliciting
Shareholder, jointly and severally, agrees to pay the Corporation's costs of
holding the special meeting, including the costs of preparing and mailing proxy
materials for the Corporation's own solicitation, provided that if each of the
resolutions introduced by any Soliciting Shareholder at such meeting is adopted,
and each of the individuals nominated by or on behalf of any Soliciting
Shareholder for election as director at such meeting is elected, then the
Soliciting Shareholders shall not be required to pay such costs. For purposes of
this paragraph (d), the following terms shall have the meanings set forth below:
(i) "Affiliate" of any Person shall mean any Person
controlling, controlled by or under common control with such first
Person.
(ii) "Participant" shall have the meaning assigned to such
term in Rule 14a-11 promulgated under the Exchange Act.
(iii) "Person" shall mean any individual, firm, corporation,
partnership, joint venture association, trust, unincorporated
organization or other entity.
(iv) "Proxy" shall have the meaning assigned to such term in
Rule 14a-1 promulgated under the Exchange Act.
(v) "Solicitation" shall have the meaning assigned to such
term in Rule 14a-11 promulgated under the Exchange Act.
(vi) "Soliciting Shareholder" shall mean, with respect to any
Special Meeting demanded by a shareholder or shareholders, any of the
following Persons:
(A) if the number of shareholders signing the demand or
demands of meeting delivered to the Corporation pursuant to
paragraph (c) of this Section 2 is ten or fewer, each
shareholder signing any such demand;
(B) if the number of shareholders signing the demand or
demands of meeting delivered to the Corporation pursuant to
paragraph (c) of this Section 2 is more than ten, each Person
who either (I) was a Participant in any Solicitation of such
demand or demands or (II) at the time of the delivery to the
Corporation of the documents described in paragraph (c) of
this Section 2, had engaged or intended to engage in any
Solicitation of Proxies for use at such Special Meeting (other
than a Solicitation of Proxies on behalf of the Corporation);
or
(C) any Affiliate of a Soliciting Shareholder, if a
majority of the directors then in office determine, reasonably
and in good faith, that such Affiliate should be required to
sign the written notice described in paragraph (c)
of this Section 2 and/or the written agreement described in
this paragraph (d) in order to prevent the purposes of this
Section 2 from being evaded.
(e) Except as provided in the following sentence, any Special
Meeting shall be held at such hour and day as may be designated by whichever of
the Chairman of the Board, the President or the Board of Directors shall have
called such meeting. In the case of any Special Meeting called by the Chairman
of the Board or the President upon the demand of shareholders (a "Demand Special
Meeting"), such meeting shall be held at such hour and day as may be designated
by the Board of Directors; provided, however, that the date of any Demand
Special Meeting shall be not more than 70 days after the Meeting Record Date (as
defined in Article II, Section 5); and provided further that in the event that
the directors then in office fail to designate an hour and date for a Demand
Special Meeting within 10 days after the date that valid written demands for
such meeting by the holders of record as of the Demand Record Date of shares
representing at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the special meeting are delivered to the
Corporation (the "Delivery Date"), then such meeting shall be held at 2:00 P.M.
local time on the 100th day after the Delivery Date or, if such 100th day is not
a Business Day (as defined below), on the first preceding Business Day. In
fixing a meeting date for any Special Meeting, the Chairman of the Board, the
President or the Board of Directors may consider such factors as he or it deems
relevant within the good faith exercise of his or its business judgment,
including, without limitation, the nature of the action proposed to be taken,
the facts and circumstances surrounding any demand for such meeting, and any
plan of the Board of Directors to call an Annual Meeting or a Special Meeting
for the conduct of related business.
(f) The Corporation may engage nationally recognized
independent inspectors of elections to act as an agent of the Corporation for
the purpose of promptly performing a ministerial review of the validity of any
purported written demand or demands for a Special Meeting received by the
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the Corporation
until the earlier of (i) five Business Days following receipt by the Secretary
of such purported demand and (ii) such date as the independent inspectors
certify to the Corporation that the valid demands received by the Secretary
represent at least 10% of all the votes entitled to be cast on each issue
proposed to be considered at the Special Meeting. Nothing contained in this
paragraph shall in any way be construed to suggest or imply that the Board of
Directors or any shareholder shall not be entitled to contest the validity of
any demand, whether during or after such five Business Day period, or to take
any other action (including, without limitation, the commencement, prosecution
or defense of any litigation with respect thereto).
(g) For purposes of these By-Laws, "Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which banking institutions
in the State of Wisconsin are authorized or obligated by law or executive order
to close.
Section 3. PLACE OF MEETING. The Board of Directors, the Chairman or
the President may designate any place, either within or without the State of
Wisconsin, as the place of meeting for any Annual Meeting or Special Meeting, or
for any postponement thereof, and in case the Board of Directors, the Chairman
or the President shall fail or neglect to make such designation, the Secretary
shall designate the time and place of such meeting. Any adjourned meeting may be
reconvened at any place designated by vote of the Board of Directors or by the
Chairman or the President.
Section 4. NOTICE OF MEETING. The Corporation shall send written or
printed notice stating the place, day and hour of any Annual Meeting or Special
Meeting not less than 10 days nor more than 70 days before the date of such
meeting either personally or by mail to each shareholder of record entitled to
vote at such meeting and to other shareholders as may be required by law or by
the Restated Articles of Incorporation. In the event of any Demand Special
Meeting, such notice of meeting shall be sent not more than 30 days after the
Delivery Date. If mailed, such notice of meeting shall be addressed to the
shareholder at his address as it appears on the Corporation's record of
shareholders. Unless otherwise required by law or the Restated Articles of
Incorporation, a notice of an Annual Meeting need not include a description of
the purpose for which the meeting is called. In the case of any Special Meeting,
(a) the notice of meeting shall describe any business that the Board of
Directors shall have theretofore determined to bring before the meeting and (b)
in the case of a Demand Special Meeting, the notice of meeting (i) shall
describe any business set forth in the statement of purpose of the demands
received by the Corporation in accordance with Article II, Section 2 of these
By-Laws and (ii) shall contain all of the information required in the notice
received by the Corporation in accordance with Article II, Section 13(b)(ii) of
these By-Laws.
Section 5. FIXING OF RECORD DATE. The Board of Directors may fix a
future date not less than 10 days and not more than 70 days prior to the date of
any Annual Meeting or Special Meeting as the record date for the determination
of shareholders entitled to notice of, or to vote at, such meeting (the "Meeting
Record Date"). In the case of any Demand Special Meeting, (i) the Meeting Record
Date shall be not later than the 30th day after the Deliver Date and (ii) if the
Board of Directors fails to fix the Meeting Record Date within 30 days after the
Delivery Date, then the close of business on such 30th day shall be the Meeting
Record Date. The shareholders of record on
the Meeting Record Date shall be the shareholders entitled to notice of and to
vote at the meeting. Except as may be otherwise provided by law, a determination
of shareholders entitled to notice of or to vote at a meeting of shareholders is
effective for any adjournment of such meeting unless the Board of Directors
fixes a new Meeting Record Date, which it shall do if the meeting is postponed
or adjourned to a date more than 120 days after the date fixed for the original
meeting.
Section 6. SHAREHOLDER LISTS. After a record date has been fixed for a
meeting of shareholders, the Secretary or agent having charge of the shareholder
record shall prepare a list of the names of all of the shareholders who are
entitled to notice of the meeting. The list shall be arranged by class or series
of shares and shall show the address of and number of shares held by each
shareholder. The corporation shall make the shareholders' list available for
inspection by any shareholder, beginning 2 business days after notice of the
meeting is given for which the list was prepared and continuing to the date of
the meeting, at the corporation's principal office or at a place identified in
the meeting notice in the city where the meeting will be held. The corporation
shall make the shareholders' list available at the meeting, and any shareholder
or his or her agent or attorney may inspect the list at any time during the
meeting or any adjournment. Refusal or failure to prepare or make available the
shareholders' list does not affect the validity of action taken at the meeting.
Section 7. QUORUM; POSTPONEMENTS; ADJOURNMENTS.
(a) Except as otherwise provided by law or by the Restated
Articles of Incorporation, when specified business is to be voted upon by one or
more classes or series of shares entitled to vote as a separate voting group,
the holders of shares representing a majority of the votes entitled to be cast
on the matter by the voting group shall constitute a quorum of that voting group
for the transaction of such business. Once a share is represented for any
purpose at a meeting, other than for the purpose of objecting to holding the
meeting or transacting business at the meeting, it is considered present, for
purposes of determining whether a quorum exists, for the remainder of the
meeting and for any adjournment of that meeting unless a new Meeting Record Date
is or must be set for that adjourned meeting.
(b) The Board of Directors acting by resolution may postpone
and reschedule any previously scheduled Annual Meeting or Special Meeting;
provided, however, that a Demand Special Meeting shall not be postponed beyond
the 100th day following the Delivery Date. Any Annual Meeting or Special Meeting
may be adjourned from time to time, whether or not there is a quorum, (i) at any
time, upon a resolution of shareholders if the votes cast in favor of such
resolution by the holders of shares of each voting group entitled to vote on any
matter theretofore properly brought before the meeting exceed the number of
votes cast against such resolution by the holders of shares of each such voting
group or (ii) at any time prior to the transaction of any business at such
meeting, by the Chairman of the Board or pursuant to resolution of the Board of
Directors. No notice of the time and place of adjourned meetings need be given
except as required by law. At any adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 8. PROXIES. At all the meetings of shareholders, a shareholder
entitled to vote may vote his or her shares in person or by proxy. A shareholder
may appoint a proxy to vote or otherwise act for the shareholder by signing an
appointment form, either personally or by his or her attorney-in-fact. An
appointment of a proxy is effective when received by the secretary or other
officer or agent of the corporation authorized to tabulate votes. An appointment
is valid for 11 months from the date of its signing unless a different period is
expressly provided in the appointment form.
Section 9. VOTING OF SHARES. Except as otherwise provided by law or by
the Articles of Incorporation, holders of Common Stock and holders of Preferred
Stock shall be entitled to one vote for each share of each such class held on
all questions on which shareholders are entitled to vote, and the holders of
Common Stock and the holders of Preferred Stock shall vote together as one
class.
Section 10. ACCEPTANCE OF INSTRUMENTS SHOWING SHAREHOLDER ACTION. If
the name signed on a vote, waiver or proxy appointment does not correspond to
the name of its shareholder, the corporation may accept the vote, waiver or
proxy appointment and give it effect as the act of the shareholder if any of the
following apply:
(a) The shareholder is an entity and the name signed purports
to be that of an officer or agent of the entity.
(b) The name purports to be that of a personal representative,
administrator, executor, guardian or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to the
corporation is presented with respect to the vote, waiver or proxy appointment.
(c) The name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation is presented with respect
to the vote, waiver or proxy appointment.
(d) The name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's authority to
sign for the shareholder is presented with respect to the vote, waiver or proxy
appointment.
(e) Two or more persons are the shareholder as co-tenants or
fiduciaries and the name signed purports to be the name of at least one of the
co-owners and the person signing appears to be acting on behalf of all
co-owners.
Section 11. WAIVER OF NOTICE BY SHAREHOLDERS. A shareholder may waive
any notice whatever required to be given to any shareholder of the corporation
under the Articles of Incorporation or By-Laws or any provision of law, by a
waiver thereof in writing, signed at any time, whether before or after the date
and time stated in the notice, by the shareholder entitled to such notice;
provided that such waiver shall contain the same information as would have been
required to be included in such notice under any applicable provisions of
Chapter 180, Wisconsin Statutes, except the time and place of meeting, and shall
be delivered to the corporation for inclusion in the corporate records. A
shareholder's attendance at a meeting, in person or by proxy, waives objection
to the following: (a) lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting or promptly upon arrival objects
to holding the meeting or transacting business at the meeting; and (b)
consideration of a particular matter at the meeting that is not within the
purpose described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
Section 12. VALIDITY OF PROXIES, ETC. The Corporation or its authorized
officers, agents or other representatives may reject a vote, waiver, proxy
appointment, request to fix a Demand Record Date or demand for a Special Meeting
if the Secretary or other duly authorized officer or agent of the Corporation,
acting in good faith, has reasonable basis for doubt about the validity of the
signature or signatures on it, about the signatory's authority to sign for the
shareholder or about any other matter affecting the validity of such vote,
waiver, proxy appointment, request or demand.
Section 13. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATION OF DIRECTORS.
(a) Annual Meetings of Shareholders.
(i) 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 (A) pursuant to the Corporation's notice of meeting,
(B) by or at the direction of the Board of Directors or (C) by
any shareholder of the Corporation who is a shareholder of
record at the time of giving of notice provided for in this
By-Law, is entitled to vote at the meeting and complies with
the notice procedures set forth in this Section 13.
(ii) To be timely, a shareholder's notice shall be
received by the Secretary of the Corporation at the principal
executive offices of the Corporation not less than 45 days nor
more than 75 days prior to the month and day in the current
year corresponding to the date on which the Corporation first
mailed its proxy materials for the prior year's annual meeting
of shareholders; provided, however, that in the event that the
date of the Annual Meeting is advanced by more than 30 days or
delayed by more than 60 days from the fourth Wednesday in the
month of January, notice by the shareholder to be timely must
be so received not earlier than the 90th day prior to the date
of such Annual Meeting and not later than the close of
business on the later of (x) the 60th day prior to such Annual
Meeting and (y) the 10th day following the day on which the
public announcement of the date of such meeting is first made.
(iii) Notwithstanding anything in the second sentence of
paragraph (a)(ii) of this Section 13 to the contrary, in the
event that the number of directors to be elected to the Board
of Directors of the Corporation is increased and there is no
public announcement naming all of the nominees for Director or
specifying the size of the increased Board of Directors made
by the Corporation at least 70 days prior to the fourth
Tuesday in the month of January, a shareholder's notice
required by this Section 13 shall also be considered timely,
but only with respect to nominees for any new positions
created by such increase, if it shall be received by the
Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th
day following the day on which such public announcement is
first made by the Corporation.
(b) Special Meetings of Shareholders. Only such business shall
be conducted at a Special Meeting as shall have been described in the notice of
meeting sent to shareholders pursuant to Article II, Section 4 of the By-Laws.
Nominations of persons for election to the Board of Directors may be made at a
Special Meeting at which directors are to be elected pursuant to such notice of
meeting (i) by or at the direction of the Board of Directors or (ii) by any
shareholder of the Corporation who (A) is a shareholder of record at the time of
giving of such notice of meeting, (B) is entitled to vote at the meeting and (C)
complies with the notice procedures set forth in this Section 13. Any
shareholder desiring to nominate persons for election to the Board of Directors
at such a Special Meeting shall cause a written notice to be received by the
Secretary of the Corporation at the principal executive offices of the
Corporation not earlier than 90 days prior to such Special Meeting and not later
than the close of business on the later of (x) the 60th day prior to such
Special Meeting and (y) the 10th day following the day on which public
announcement is first made of the date of such Special Meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. Such
written notice shall be signed by the shareholder of record who intends to make
the nomination (or his duly authorized proxy or other representative), shall
bear the date of signature of such shareholder (or proxy or other
representative) and shall set forth: (A) the name and address, as they appear on
the Corporation's books, of such shareholder and the beneficial owner or owners,
if any, on whose behalf the nomination is made; (B) the class and number of
shares of the Corporation which are beneficially owned by such shareholder or
beneficial owner or owners; (C) a representation that such shareholder is a
holder of record of shares of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to make the
nomination specified in the notice; (D) the name and residence address of the
person or persons to be nominated, (E) a description of all arrangements or
understandings between such shareholder or beneficial owner or owners and each
nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination is to be made by such shareholder, (F) such other
information regarding each nominee proposed by such shareholder as would be
required to be disclosed in solicitations of proxies for elections of directors,
or would be otherwise required to be disclosed, in each case pursuant to
Regulation 14A under the Exchange Act, including any information that would be
required to be included in a proxy statement filed pursuant to Regulation 14A
had the nominee been nominated by the Board of Directors and (G) the written
consent of each nominee to be named in a proxy statement and to serve as a
director of the Corporation if so elected.
(c) General.
(i) Only persons who are nominated in accordance with the
procedures set forth in this Section 13 shall be eligible to
serve as directors. 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 this
Section 13. 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 this Section 13
and, if any proposed nomination or business is not in
compliance with this Section 13, to declare that such
defective proposal shall be disregarded.
(ii) For purposes of this Section 13, "public
announcement" shall mean 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.
(iii) Notwithstanding the foregoing provisions of this
Section 13, 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 Section 13. Nothing in this Section 13 shall be deemed
to limit the Corporation's obligation to include shareholder
proposals in its proxy statement if such inclusion is required
by Rule 14a-8 under the Exchange Act.
Section 14. CONDUCT OF MEETING. The Chairman of the Board of Directors,
and in his absence (or if no person then holds such office), the President, and
in his absence, any officer or director designated by the President, and in his
absence, a Vice President in the order provided under Section 6 of Article IV of
the By-Laws, and in their absence, any person chosen by the shareholders present
shall call any Annual Meeting or Special Meeting to order and shall act as
chairman of the meeting, and the Secretary of the Corporation shall act as
secretary of all meetings of the shareholders, but, in the absence of the
Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. NUMBER AND TENURE QUALIFICATIONS. All corporate powers shall
be exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of a Board of twelve directors divided
into three classes, to consist of three classes with four members each, and the
term of office of one class shall expire at each annual meeting. At each annual
meeting, the number of directors equal to the number of the class whose term
expires at the time of such meeting shall be elected to hold office until the
third succeeding annual meeting. Each director shall hold office for the term
for which he is elected and until his death or until he shall resign or shall
have been removed from office. Any director may be removed from office by
shareholders prior to the expiration of his or her term, but only (i) at a
special meeting called for the purpose of removing the director, (ii) by the
affirmative vote of the number of outstanding shares set forth in the Restated
Articles of Incorporation and (iii) for cause as hereinafter defined; provided,
however, that, if the Board of Directors, by resolution adopted by the Requisite
Vote (as hereinafter defined), shall have recommended removal of a director,
then the shareholders may remove such director without cause by the vote
referred to above. As used herein, "cause" shall exist only if the director
whose removal is proposed has been convicted of a felony by a court of competent
jurisdiction, where such conviction is no longer subject to direct appeal, or
has been adjudged liable for actions or omissions in the performance of his or
her duty to the Corporation in a matter which has a materially adverse effect on
the business of the Corporation, where such adjudication is no longer subject to
appeal. As used herein, the term "Requisite Vote" shall mean the affirmative
vote of at least two-thirds of the directors then in office plus one director. A
director may resign at any time by delivering written notice to the chairperson
of the Board of Directors or to the corporation. A resignation is effective when
the notice is delivered unless the notice specifies a later effective date. Any
action by the Board of Directors, other than pursuant to a Requisite Vote, or
shareholders eliminating the requirement to establish cause for the removal of a
director shall not operate to eliminate such requirement with respect to any
director incumbent at the time of such action. The Board of Directors, at the
regular meeting thereof held immediately after the annual meeting of
shareholders, may elect one of its members to act as its Chairman until his
successor is elected or his prior death, resignation or removal; and such
Chairman shall, when present, preside at all meetings of the Board of Directors
and perform all such other duties as may be prescribed by the Board from time to
time.
Section 2. REGULAR MEETINGS. A regular meeting of the Board of
Directors of the Corporation shall be held without notice other than this By-Law
immediately after, and at the same place as the annual meeting of the
shareholders and each adjourned session thereof. The Board of Directors may
provide, by resolution, the time and place either within or without the State of
Wisconsin for the holding of additional regular meetings without notice other
than such resolution.
Section 3. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, Chief Executive
Officer, Secretary, or any two directors. The person or persons authorized to
call special meetings of the Board of Directors may fix the time and place,
either within or without the State of Wisconsin, for the holding of any special
meeting of the Board of Directors called by them.
Section 4. NOTICE. Notice of any special meeting shall be given at
least six hours previously thereto orally or in writing to each director at his
business address; provided that if notice is given by mail or private carrier
only, it shall be given at least forty-eight hours prior to such meeting.
Whenever any notice whatever is required to be given to any director of the
corporation under the Articles of Incorporation or By-Laws or any provision of
law, a waiver thereof in writing, signed at any time, whether before or after
the time of the meeting, by the director entitled to such notice and retained by
the corporation, shall be deemed equivalent to the giving of such notice. The
attendance of a director at or participation in a meeting shall constitute a
waiver of notice of such meeting, unless the director at the beginning of the
meeting or promptly upon his or her arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.
Section 5. QUORUM. Except as otherwise provided by law or by the
Articles of Incorporation or these By-Laws a majority of the number of directors
fixed by Section 1 of this Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors.
Notwithstanding the foregoing, if less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time
without further notice other than by announcement at the meeting if the
adjournment shall be to the following day, but if the meeting shall be adjourned
to a date later than the following day, notice of such adjourned meeting shall
be duly given to each director not less than six hours before the time set for
such adjourned meeting; provided that if notice is given by mail or private
carrier only, it shall be given not less than forty-eight hours before the time
set for such adjourned meeting.
Section 6. MANNER OF ACTING. If a quorum is present when a vote is
taken, the affirmative vote of a majority of directors present shall be the act
of the Board of Directors, unless the act of a greater number is required by law
or by the Articles of Incorporation or these By-Laws.
Section 7. VACANCIES. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled by any of the following: (i) the shareholders, (ii) the Board of
Directors or (iii) if the directors remaining in office constitute fewer than a
quorum of the Board, the directors, by the affirmative vote of a majority of all
directors remaining in office; provided, however, that if the vacant office was
held by a director elected by a voting group of shareholders, only the holders
of shares of that voting group may vote to fill the vacancy if it is filled by
the shareholders, and only the remaining directors elected by that voting group
may vote to fill the vacancy if it is filled by the directors. Any director
elected pursuant to this Section 7 shall serve until the next election of the
class of which such director shall have been chosen and until his or her
successor shall be duly elected and qualified.
Section 8. COMPENSATION. The Board of Directors, irrespective of any
personal interest of any of its members, may establish compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for pensions, disability or death benefits,
and other benefits or payments, to directors, officers and employees and to
their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employees to the corporation.
Section 9. PRESUMPTION OF ASSENT. A director of the corporation who is
present and is announced as present at a meeting of the Board of Directors or a
committee thereof at which action on any corporate matter is taken assents to
the action taken unless any of the following occurs: (i) the director objects at
the beginning of the meeting or promptly upon his or her arrival to the holding
of the meeting or transacting business at the meeting; (ii) minutes of the
meeting are prepared and the director's dissent from the action taken is entered
in those minutes; or (iii) the director delivers written notice of his or her
dissent or abstention to the presiding officer of the meeting before its
adjournment or to the corporation immediately after adjournment of the meeting.
Such right to dissent or abstain shall not apply to a director who voted in
favor of such action.
Section 10. COMMITTEES. The Board of Directors by resolution approved
by a majority of all the directors in office when the action is taken (if a
quorum of the directors is present and acting) may designate one or more
committees, including an executive committee, each committee to consist of two
or more directors elected by the Board of Directors, which to the extent
provided in said resolution as initially adopted, and as thereafter supplemented
or amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the authority of the
Board of Directors in the management of the business and affairs of the
corporation, except that a committee may not do any of the following: (i)
authorize distributions; (ii) approve or propose to shareholders action that
Chapter 180, Wisconsin Statutes, requires be approved by shareholders; (iii)
fill vacancies on the Board of Directors or, unless the Board of Directors
provides by resolution that any vacancies on a committee shall be filled by the
affirmative vote of a majority of the remaining committee members, on any of its
committees; (iv) amend the corporation's Articles of Incorporation; (v) adopt,
amend or repeal by-laws; (vi) approve a plan of merger not requiring shareholder
approval; (vii) authorize or approve reacquisition of shares, except according
to a formula or method prescribed by the Board of Directors or (viii) authorize
or approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except that the Board of Directors may authorize a committee
or a senior executive officer of the corporation to do so within limits
prescribed by the Board of Directors. Unless otherwise provided by the Board of
Directors, members of a committee shall serve at the pleasure of the Board of
Directors. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the Chief
Executive Officer or upon request by the chairman of such meeting. Subject to
any provision of law and these By-Laws, each such committee shall fix its own
rules governing the conduct of its activities and shall make such reports to the
Board of Directors of its activities as the Board of Directors may request.
Section 11. INFORMAL ACTION WITHOUT MEETING. Any action required or
permitted by the Articles of Incorporation or By-Laws or any provision of law to
be taken by the Board of Directors at a meeting may
be taken without a meeting if the action is taken by all members of the Board,
and the action is evidenced by one or more written consents describing the
action taken, signed by each director and retained by the corporation.
Section 12. TELEPHONIC MEETINGS. Except as herein provided and
notwithstanding any place set forth in the notice of the meeting or these
By-Laws, the Board of Directors (and any committees thereof) may participate in
a regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all participating directors may simultaneously
hear each other during the meeting, including a conference telephone call. If a
meeting is conducted through the use of such means, all participating directors
shall be informed that a meeting is taking place at which official business may
be transacted. Any participant in a meeting by such means shall be deemed
present in person at such meeting. If action is to be taken at any meeting held
by such means on (i) a plan of merger or share exchange; (ii) a sale, lease,
exchange or other disposition of substantial property or assets of the
corporation; (iii) a voluntary dissolution or the revocation of voluntary
dissolution proceedings; or (iv) a filing for bankruptcy, then the identity of
each director participating in such meeting must be verified by the disclosure
of each such director's social security number to the chairman of the meeting or
in such other manner as such chairman deems reasonable under the circumstances
before a vote may be taken on any of the foregoing matters. For purposes of the
preceding clause (ii), the phrase "substantial property or assets" shall mean
property or assets of the corporation having a net book value on the date of
such meeting equal to 10% or more of the net book value of all of the
consolidated property and assets of the corporation on and as of the close of
the fiscal year last ended prior to the date of such meeting. Notwithstanding
the foregoing, no action may be taken at any meeting held by such means on any
particular matter which the Chairman of the Board (or chairman of the committee)
determines, in his or her discretion, to be inappropriate under the
circumstances for action at a meeting held by such means, such determination to
be made and announced in the notice of such meeting.
ARTICLE IV
OFFICERS
Section 1. NUMBER. The principal officers of the corporation shall be a
Chairman of the Board of Directors (said office to exist at such times as the
Board of Directors shall deem advisable), a President, one or more Vice
Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors or, to the
extent authorized by the Board of Directors or by these By-Laws, by a duly
appointed officer of the Corporation. Any two or more offices may be held by the
same person. The Chairman of the Board, if any, and the President shall be
chosen from among the Board of Directors; the other officers need not be
directors.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
to be elected by the Board of Directors shall be elected annually at the first
meeting of the Board of Directors following the annual meeting of shareholders.
If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be. Each officer shall hold
office until his successor shall have been duly elected or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
Section 3. RESIGNATION. An officer may resign at any time by delivering
written notice to the corporation. The resignation is effective when the notice
is delivered, unless the notice specifies a later effective date and the
corporation accepts the later effective date.
Section 4. REMOVAL. The Board of Directors may remove any officer and,
unless restricted by the By-Laws or by the Board of Directors, an officer may
remove any officer or assistant officer appointed by that officer, at any time,
with or without cause and notwithstanding the contract rights, if any, of the
officer removed. The appointment of an officer does not itself create contract
rights.
Section 5. PRESIDENT. The President shall be the Chief Executive
Officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control the business and affairs of
the corporation. He shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to appoint such agents and employees of
the corporation as he shall deem necessary, to prescribe their powers, duties,
and compensation and to delegate authority to them. He shall also have authority
to appoint one or more Assistant Secretaries of the Corporation from time to
time for limited purposes, which he shall do by giving the Secretary notice of
any such appointment. Such agents, employees and officers shall hold office at
the discretion of the President. He shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the corporation's regular
business, or which shall be authorized by resolution of the Board of Directors,
and, except as otherwise provided by law or the Board of Directors, he may
authorize any
Vice President or other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his place and stead. In general, he
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors or by the Executive
Committee from time to time. In the absence of the Chairman of the Board, or the
event of his death, inability or refusal to act, the President shall preside at
meetings of the shareholders and of the Board of Directors.
Section 6. THE VICE PRESIDENTS. Any Vice President may sign deeds,
mortgages, stock certificates, contracts and other instruments in the absence of
the President and the execution of any instrument by any Vice President shall be
conclusive evidence of the absence of the President at the time of execution of
such instrument. The Vice Presidents shall perform such duties as usually
devolve upon such office and as may from time to time be assigned to them by the
Board of Directors or by the Executive Committee or by the Chief Executive
Officer.
At the request of the President, or in his absence or disability, the
Vice President designated by the President (or in the absence of such
designation, the Vice President designated by the Board of Directors or
Executive Committee or Chairman of the Board) shall perform the duties of the
President, and when so acting shall have all the powers of and be subject to all
the restrictions upon the President.
Section 7. THE SECRETARY. The Secretary shall: (a) keep as permanent
records any of the following that has been prepared: minutes of the
shareholders' and of the Board of Directors' meetings; records of actions taken
by the shareholders or the Board of Directors without a meeting; and records of
actions taken by a committee of the Board of Directors in place of the Board of
Directors and on behalf of the Corporation; (b) see that all notices are duly
given in accordance with the provisions of these by-laws or as required by law;
(c) be custodian of the corporate records and of the seal of the corporation and
see that the seal of the corporation is affixed to all documents the execution
of which on behalf of the corporation under its seal is duly authorized; (d)
maintain or cause an authorized agent to maintain a record of the corporation's
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, by class or series of shares and showing the
number and class or series of shares held by each shareholder; (e) sign with the
Chairman or the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him by the Chief Executive Officer or by
the Board of Directors.
Section 8. THE TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
Subject to the review of and approval by the Chief Financial Officer of all acts
affecting his duties and responsibilities as Treasurer, he shall: (a) have
charge and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of Article V of these By-Laws; (b)
maintain appropriate accounting records for the Corporation; and (c) in general
perform all of the duties incident to the office of Treasurer and have such
other duties and exercise such other authority as from time to time may be
delegated or assigned to him by the Chief Executive Officer or by the Board of
Directors.
Section 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. There shall
be such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize and as these By-Laws or the Board of
Directors may from time to time authorize a duly appointed officer to appoint.
The Assistant Secretaries may sign with the President or a Vice President
certificates for shares of the corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Treasurers
shall respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties and have such authority as
shall from time to time be delegated or assigned to them by the Secretary or the
Treasurer, respectively, or by the Chief Executive Officer or the Board of
Directors.
Section 10. OTHER ASSISTANTS AND ACTING OFFICERS. The Board of
Directors shall have the power to appoint any person to act as assistant to any
officer, or to perform the duties of such officer whenever for any reason it is
impracticable for such officer to act personally, and such assistant or acting
officer so appointed by the Board of Directors shall have the power to perform
all the duties of the office to which he is so appointed to be assistant, or as
to which he is so appointed to act, except as such power may be otherwise
defined or restricted by the Board of Directors.
Section 11. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V
CONTRACTS LOANS, CHECKS
AND DEPOSITS
Section 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances.
Section 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by or under the authority of a resolution of the Board of Directors.
Such authorization may be general or confined to specific instances.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation, and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as may be selected by or
under the authority of the Board of Directors.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES FOR SHARES. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the Chairman, the President or a
Vice President and by the Secretary or an Assistant Secretary and shall be
sealed with the seal of the corporation or a facsimile thereof. Such signatures
upon a certificate may be facsimiles if the certificate is countersigned by the
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue. All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed, or mutilated certificate a new one may be issued therefore upon such
terms and indemnity to the corporation as the Board of Directors may prescribe.
Section 2. UNCERTIFIED SHARES. The Board of Directors hereby authorizes
the issuance of any shares of its classes or series without certificates to the
full extent that the Secretary of the corporation determines that such issuance
is allowed by applicable law and rules of the New York Stock Exchange, any such
determination to be conclusively evidenced by the delivery to the corporation's
transfer agent and registrar by the Secretary of a certificate referring to this
bylaw and providing instructions of the Secretary to the transfer agent and
registrar to issue any such shares without certificates in accordance with
applicable law. In any event, the foregoing authorization does not affect shares
already represented by certificates until the certificates are surrendered to
the corporation.
Section 3. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made on the stock transfer books of the corporation by the holder of
record thereof or by his legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation and on
surrender for cancellation of the certificate for such
shares if such shares are represented by certificates. The person in whose name
shares stand on the books of the corporation shall be deemed by the corporation
to be the owner thereof for all purposes.
The Board of Directors may appoint a registrar and/or transfer agent
for any stock of the corporation and may provide that all certificates of stock
issued be countersigned by such registrar and/or transfer agent.
Section 4. STOCK REGULATIONS. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the statutes of the State of Wisconsin as they may deem
expedient concerning the issue, transfer and registration of certificates
representing shares of the corporation.
ARTICLE VII
SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the words "JOHNSON CONTROLS,
INC., MILWAUKEE, WIS." around the circumference, and the words, "CORPORATE SEAL"
in the center.
ARTICLE VIII
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS. The affirmative vote of
shareholders possessing at least four-fifths of the voting power of the then
outstanding shares of all classes of stock of the Corporation generally
possessing voting rights in elections for directors, considered for this purpose
as one class (subject to the rights of holders of any class or series of stock
having a preference over the Common Stock of the Corporation as to dividends or
upon liquidation), shall be required to amend, alter, change or repeal Sections
4 and 13 of Article II of these By-Laws; Sections 1 and 7 of Article III of
these By-Laws; Section 2 of Article VIII of these By-Laws; and this Section, or
any provision of any of the foregoing. Subject to the foregoing and to any other
restriction contained in any specific By-Law, these By-Laws or any provision
hereof may be altered, amended or repealed by vote of the holders of a majority
interest of the stock of the corporation present or represented at a meeting of
the shareholders, annual or special (at which a quorum shall be present), where
the proposed action is properly brought before the meeting.
Section 2. AMENDMENT BY DIRECTORS. A Requisite Vote, as defined in
Section 1 of Article III of these By-Laws, shall be required to amend, alter,
change or repeal Sections 4 and 13 of Article II of these By-Laws; Sections 1
and 7 of Article III of these By-Laws; Section 1 of Article VIII of these
By-Laws; and this Section, or any provision of any of the foregoing. Subject to
the foregoing, to action by the shareholders prohibiting the exercise of such
power generally or in particular instances and to any restriction contained in
any Specific By-Law, the Board of Directors may alter, amend, or repeal these
By-Laws or any provision hereof or may enact additional By-Laws by a vote of the
majority of the whole Board at any meeting of the Board.
By-Laws altered, amended, repealed or enacted by the directors under
the power hereby conferred may be altered or repealed by the shareholders at any
annual meeting or at any special meeting thereof.
ARTICLE IX
NOTICES
Except as otherwise required by law or these By-Laws, any notice
required to be given by these By-Laws may be given orally or in writing, and
notice may be communicated in person, by telephone, telegraph, teletype,
facsimile or other form of wire or wireless communication, or by mail or private
carrier. Except where these By-Laws require a notice to be delivered to or
received by the recipient of the notice, written notice required to be given by
these By-Laws is effective, if communicated (i) by mail, when deposited in the
United States, if mailed postpaid and correctly addressed, (ii) by private
carrier, when delivered to the carrier, and (iii) by telegram, when the telegram
is delivered to the telegraph company.