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[As amended through 6/6/95]
THE TJX COMPANIES, INC.
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BY-LAWS
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ARTICLE I
Certificate of Incorporation
The name, location of the principal office or place of business in the
State of Delaware, and the nature of the business or objects or purposes of the
corporation shall be as set forth in its certificate of incorporation. These
by-laws, the powers of the corporation and of its directors and stockholders,
and all matters concerning the management of the business and conduct of the
affairs of the corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in the certificate of incorporation; and the
certificate of incorporation is hereby made a part of these by-laws. In these
by-laws, references to the certificate of incorporation mean the provisions of
the certificate of incorporation (as that term is defined in the General
Corporation Law of the State of Delaware) of the corporation as from time to
time in effect, and references to these by-laws or to any requirement or
provision of law mean these by-laws or such requirement or provision of law as
from time to time in effect.
ARTICLE II
Annual Meeting of Stockholders
The annual meeting of stockholders shall be held either (i) at 11:00
a.m. on the first Tuesday in June in each year, unless that day be a legal
holiday at the place where the meeting is to be held, in which case the meeting
shall be held at the same hour on the next succeeding day not a legal holiday,
or (ii) at such other date and time as shall be designated from time to time by
the board of directors and stated in the notice of the meeting, at which the
stockholders shall elect a board of directors and transact such other business
as may be required by law or these by-laws or as may properly come before the
meeting.
ARTICLE III
Special Meetings of Stockholders
Except as otherwise required by law and or as fixed pursuant to the
provisions of Article FOURTH of the certificate of incorporation relating to the
rights of the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, special meetings of the
stockholders may be called only by the chairman of the board, the president, or
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board of directors pursuant to a resolution approved by a majority of the
entire board of directors. Such call shall state the time, place and purposes of
the meeting.
ARTICLE IV
Place of Stockholders' Meetings
The annual meeting of the stockholders, for the annual election of
directors and other purposes, shall be held at such place within or without the
State of Delaware as the board of directors shall fix for such meeting.
Adjourned meetings of the stockholders shall be held at such places and at such
times as the board of directors shall fix. Special meetings of the stockholders,
and adjourned special meetings of the stockholders, shall be held at such places
within or without the State of Delaware and such time as the board of directors
shall fix.
ARTICLE V
Notice of Stockholders' Meetings
Except as may be otherwise required by law, by the certificate of
incorporation or by other provisions of these by-laws, and subject to the
provisions of Article XXII, a written notice of each meeting of stockholders,
stating the place, day and hour thereof and the purposes for which the meeting
is called, shall be given, at least ten days before the meeting, to each
stockholder entitled to vote thereat, by leaving such notice with him or at his
residence or usual place of business, or by mailing it, postage prepaid,
addressed to such stockholder at his address as it appears upon the books of the
corporation. Such notice shall be given by the secretary, or in case of the
death, absence, incapacity or refusal of the secretary, by some other officer or
by a person designated by the board of directors.
ARTICLE VI
Quorum and Action of Stockholders
Any action required or permitted to be taken by the stockholders of the
corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.
At any meeting of the stockholders, a quorum for the election of
directors or for the consideration of any question shall consist of a majority
of the stock issued and outstanding; except in any case where a larger quorum is
required by law, by the certificate of incorporation or by these by-laws. Stock
owned by the corporation, if any, shall not be deemed outstanding for this
purpose. In any case any meeting may be adjourned from time to time by a
majority of the votes properly cast upon the question, whether or not a quorum
is present, and the meeting may be held as adjourned without further notice.
When a quorum for the election of any director is present at any
meeting, a plurality of the votes properly cast for election to such office
shall elect to such office. When a quorum for the consideration of a question is
present at any meeting, a majority of the votes properly cast upon the
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question shall decide the question; except in any case where a larger vote is
required by law, by the certificate of incorporation or by these by-laws.
ARTICLE VII
Proxies and Voting
Except as otherwise provided in the certificate of incorporation, and
subject to the provisions of Article XXV, each stockholder shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of the capital stock held by such stockholder, but no proxy shall be
voted on after three years from its date, unless the proxy provides for a longer
period; and except where the transfer books of the corporation shall have been
closed or a date shall have been fixed as a record date for the determination of
the stockholders entitled to vote, as provided in Article XXV, no share of stock
shall be voted on at any election for directors which has been transferred on
the books of the corporation within twenty days next preceding such election of
directors. Shares of the capital stock of the corporation belonging to the
corporation shall not be voted upon directly or indirectly.
Persons holding stock in a fiduciary capacity shall be entitled to vote
the shares so held, or to give any consent permitted by law, and persons whose
stock is pledged shall be entitled to vote, or to give any consent permitted by
law, unless in the transfer by the pledgor on the books of the corporation he
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee or his proxy may represent said stock and vote thereon or give any
such consent.
The secretary shall prepare and make, at least ten days before every
election of directors, a complete list of the stockholders entitled to vote at
said election, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder during ordinary
business hours, at the place where said election is to be held, for said ten
days, and shall be produced and kept at the time and place of election during
the whole time thereof, and subject to the inspection of any stockholder who may
be present. The original or duplicate stock ledger shall be the only evidence as
to who are stockholders entitled to examine such list or to vote in person or by
proxy at such election.
ARTICLE VIII
OMITTED
ARTICLE IX
Board of Directors
The whole board of directors shall consist of not less than three nor
more than fifteen directors. Within such limits the whole number of directors
shall be fixed from time to time, subject to the provisions of Article XXI
hereof, by action of the board of directors.
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Except as otherwise fixed pursuant to the provisions of Article FOURTH
of the certificate of incorporation relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional directors under specified
circumstances, the number of directors of the corporation shall be fixed from
time to time by or pursuant to these by-laws. The directors, other than those
who may be elected by the holders of any class or series of stock having
preference over the Common Stock as to dividends or upon liquidation, shall be
classified, with respect to the time for which they severally hold office, into
three classes, designated Class I, Class II and Class III, as nearly equal in
number as possible, with the term of office of one Class expiring each year. At
the annual meeting of stockholders in 1985, directors of Class I shall be
elected to hold office for a term expiring at the next succeeding annual
meeting, directors of Class II shall be elected to hold office for a term
expiring at the second succeeding annual meeting and directors of Class III
shall be elected to hold office for a term expiring at the third succeeding
annual meeting, with the members of each Class to hold office until their
successors are elected and qualified. At each subsequent annual meeting of the
stockholders of the Corporation, the successors to the Class of directors whose
term expires at such meeting shall be elected to hold office for a term expiring
at the annual meeting of stockholders held in the third year following the year
of their election.
References in these by-laws to the whole board of directors mean the
whole number fixed as herein or in the certificate of incorporation provided,
irrespective of the number at the time in office.
Each newly created directorship resulting from any increase in the
number of directors may be filled only as provided in Article XXI for the
filling of a vacancy in the office of a director.
No director need be a stockholder.
Except as otherwise fixed pursuant to the provisions of Article FOURTH
of the certificate of incorporation relating to the rights of holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, nominations for the election of directors may be
made by the board of directors or a committee appointed by the board of
directors or by any stockholder entitled to vote in the election of directors
generally. However, any stockholder entitled to vote in the election of
directors generally may nominate one or more persons for election as directors
at a meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been personally delivered to or otherwise received
by the secretary of the corporation not later than (i) with respect to an
election to be held at an annual meeting of stockholders, ninety days prior to
the anniversary date of the immediately preceding annual meeting, and (ii) with
respect to an election to be held at a special meeting of stockholders for the
election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders. Each such notice
shall set forth: (a) the name and address of the stockholder who intends to make
the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (e)
the consent of each nominee to serve as a director of the corporation if so
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elected. The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
ARTICLE X
Powers of the Board of Directors
The board of directors shall have and may exercise all the powers of
the corporation; except such as are conferred upon the stockholders by law, by
the certificate of incorporation or by these by-laws.
ARTICLE XI
Committees
The board of directors may at any time and from time to time, by
resolution adopted by a majority of the whole board, designate, change the
membership of or terminate the existence of any committee or committees,
including if desired any executive committee, each committee to consist of two
or more of the directors of the corporation. Each such committee shall have such
name as may be determined from time to time by resolution adopted by a majority
of the whole board of directors and shall have and may exercise such powers of
the board of directors in the management of the business and affairs of the
corporation, including power to authorize the seal of the corporation to be
affixed to all papers which may require it, as may be determined from time to
time by resolution adopted by a majority of the whole board. All minutes of
proceedings of committees shall be available to the board of directors on its
request.
In the absence or disqualification of any member of such committee or
committees the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in place of such absent or disqualified member.
ARTICLE XII
Meetings of the Board of Directors
Regular meetings of the board of directors may be held without call or
formal notice at such places either within or without the State of Delaware and
at such times as the board may from time to time determine. A regular meeting of
the board of directors may be held without call or formal notice immediately
after and at the same place as the annual meeting of the stockholders.
Special meetings of the board of directors may be held at any time and
at any place either within or without the State of Delaware when called by the
chairman of the board (if any), the president, the treasurer or two or more
directors, reasonable notice thereof being given to each director by the
secretary, or in the case of the death, absence, incapacity or refusal of the
secretary, by the officer or directors calling the meeting, or without call or
formal notice if each director then in office is either present or waives notice
as provided in Article XXII. In any case it shall be deemed sufficient notice to
a director to send notice by mail at least forty-eight hours or by telegram
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at least twenty-four hours before the meeting addressed to him at his usual or
last known business or residence address or to give notice to him in person
either by telephone or by handing him a written notice at least twenty-four
hours before the meeting.
ARTICLE XIII
Quorum and Action of Directors
At any meeting of the board of directors, except in any case where a
larger quorum or the vote of a larger number of directors is required by law, by
the certificate of incorporation or by these by-laws, a quorum for any election
or for the consideration of any question shall consist of a majority of the
directors then in office, but in any case not less than two directors; but any
meeting may be adjourned from time to time by a majority of the votes cast upon
the question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice. When a quorum is present at any meeting, the
votes of a majority of the directors present and voting shall be requisite and
sufficient for election to any office, and a majority of the directors present
and voting shall decide any question brought before such meeting, except in any
case where a larger vote is required by law, by the certificate of incorporation
or by these by-laws.
ARTICLE XIV
Consent by Directors or Committees
To the extent permitted by law, whenever a vote or resolution at a
meeting of the board of directors or of any committee thereof is required or
permitted to be taken in connection with any corporate action by any provision
of law or of the certificate of incorporation or of these by-laws, such meeting
and such vote or resolution may be dispensed with and such corporate action may
be taken without such meeting, vote or resolution, if a written consent to such
corporate action is signed by all members of the board or of such committee, as
the case may be, and such written consent if filed with the minutes of the
proceedings of the board or of such committee.
ARTICLE XV
Chairman of the Board of Directors
A chairman of the board may be elected annually from among the
directors by the board of directors at its first meeting following the annual
meeting of the stockholders and shall serve until the first meeting of the board
of directors following the next annual meeting of the stockholders and until his
successor is elected, or until he dies, resigns, is removed or replaced or
becomes disqualified.
The chairman of the board (if any) shall preside at all meetings of the
stockholders and of the board of directors at which he is present, except that
if there is no chairman or in the absence of the chairman, or at the request of
the chairman, the president shall preside. The chairman (if any) shall have such
other duties and powers as may be designated from time to time by the board of
directors.
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ARTICLE XVI
Officers and Agents
The officers of the corporation shall be a president, a treasurer, a
secretary, and such other officers, if any, as the board of directors may in its
discretion elect. The board of directors may delegate to the chief executive
officer the authority to appoint assistant vice presidents, assistant
treasurers, assistant secretaries and such agents, if any, as he may in his
discretion determine to appoint. So far as is permitted by law any two or more
offices may be held by the same person. The chief executive officer may appoint
such officers of the divisions of the corporation as he in his discretion shall
determine, the officers of divisions not being officers of the corporation.
Officers of the divisions may also be appointed officers of the corporation by
the board of directors or by the chief executive officer as above provided.
Subject to law, to the certificate of incorporation and to the other
provisions of these by-laws, each officer elected by the board of directors or
appointed by the chief executive officer shall have, in addition to the duties
and powers herein set forth, such duties and powers as are commonly incident to
his office and such duties and powers as the board of directors or the chief
executive officer may from time to time designate.
Officers elected by the board of directors shall be elected annually at
its first meeting following the annual meeting of the stockholders. Officers
appointed by the chief executive officer shall be appointed annually by the
chief executive officer on the day of the annual meeting of the stockholders.
Additional officers may be elected by the board of directors or appointed by the
chief executive officer at any time.
Each officer elected by the board of directors shall hold office until
the first meeting of the board of directors following the next annual meeting of
the stockholders and until his successor is elected or appointed and qualified,
or until he sooner dies, resigns, is removed or replaced or becomes
disqualified. Each officer and agent appointed by the chief executive officer
shall retain his authority at the pleasure of the chief executive officer.
ARTICLE XVII
President
The president shall be the chief executive officer of the corporation
with ultimate responsibility for the corporation's planning and operations, both
financial and operational subject to the policies and direction of the board of
directors.
ARTICLE XVIII
Chief Financial Officer
The chief financial officer is responsible for execution of all
financial policies, plans, procedures and controls of the corporation, and the
maintenance of books and records with respect thereto, including accounting and
treasury functions, internal audit, budgets, borrowings, securities offerings,
investments, tax reporting and financial reporting all subject to the control of
the board
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of directors and the president. The chief financial officer shall have such
other duties and powers as may be designated from time to time by the board of
directors and the president.
ARTICLE XIX
Secretary and Treasurer
The secretary shall record all the proceedings of the meetings of the
stockholders and the board of directors, in a book or books to be kept for that
purpose, and in his absence from any such meeting a temporary secretary shall be
chosen who shall record the proceedings thereof.
The secretary shall have charge of the stock ledger (which may,
however, be kept by any transfer agent or agents of the corporation), an
original or duplicate of which shall at all times during the usual hours for
business be open to the examination of every stockholder at the principal office
of the corporation. The secretary shall have such other duties and powers as may
be designated from time to time by the board of directors or by the chief
executive officer.
The treasurer shall be in charge of the funds and valuable papers of
the corporation and shall have such other duties and powers as may be designated
from time to time by the board of directors, by the chief executive officer or
by the chief financial officer.
ARTICLE XX
Resignations and Removals
Any director or officer may resign at any time by delivering his
resignation in writing to the president or the secretary or to a meeting of the
board of directors, and such resignation shall take effect at the time stated
therein, or if no time be so stated then upon its delivery, and without the
necessity of its being accepted unless the resignation shall so state. Except as
otherwise fixed pursuant to the provisions of Article FOURTH of the certificate
of incorporation relating to the rights of the holders of any class or series of
stock having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, any director may
be removed from office, without cause, only by the affirmative vote of the
holders of 66 2/3% of the combined voting power of the then outstanding shares
of stock entitled to vote generally in the election of directors, voting
together as a single class. The board of directors may at any time, by vote of a
majority of the directors present and voting, terminate or modify the authority
of any agent.
ARTICLE XXI
Vacancies
Except as otherwise fixed pursuant to the provisions of Article FOURTH
of the certificate of incorporation relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect directors under specified circumstances,
newly created directorships resulting from any increase in the number of
directors and any vacancies on the board of directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely by
the affirmative vote of a majority
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of the remaining directors then in office, even though less than a quorum of the
board of directors, or by a sole remaining director. Any director elected in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the Class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified. No decrease in the number of directors constituting
the board of directors shall shorten the term of any incumbent director. If the
office of any officer becomes vacant, by reason of death, resignation, removal
or disqualification, a successor may be elected or appointed by the board of
directors by vote of a majority of the directors present and voting. Each such
successor officer shall hold office for the unexpired term, and until his
successor shall be elected or appointed and qualified, or until he sooner dies,
resigns, is removed or replaced or becomes disqualified. The board of directors
shall have and may exercise all its powers notwithstanding the existence of one
or more vacancies in the whole board, subject to any requirements of law or of
the certificate of incorporation or of these by-laws as to the number of
directors required for a quorum or for any vote, resolution or other action.
ARTICLE XXII
Waiver of Notice
Whenever any notice is required to be given by law or under the
provisions of the certificate of incorporation or of these by-laws, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein or otherwise fixed for the
meeting or other event for which notice is waived, shall be deemed equivalent to
such notice.
ARTICLE XXIII
Certificates of Stock
Every holder of stock in the corporation shall be entitled to have a
certificate, signed by, or in the name of the corporation by, the president or a
vice president and by the treasurer or an assistant treasurer or the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by him in the corporation; provided, however, that where such certificate
is signed (1) by a transfer agent or an assistant transfer agent or (2) by a
transfer clerk acting on behalf of the corporation and a registrar, the
signature of the president, vice president, treasurer, assistant treasurer,
secretary or assistant secretary may be facsimile. In case any officer or
officers who shall have signed or whose facsimile signature or signatures shall
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the corporation, such certificate or certificates may nevertheless be adopted by
the corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the corporation, and any such issue and delivery shall be regarded as an
adoption by the corporation of such certificate or certificates. Certificates of
stock shall be in such form as shall, in conformity to law, be prescribed from
time to time by the board of directors.
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ARTICLE XXIV
Transfer of Shares of Stock
Subject to applicable restrictions upon transfer, if any, title to a
certificate of stock and to the shares represented thereby shall be transferred
only by delivery of the certificate properly endorsed, or by delivery of the
certificate accompanied by a written assignment of the same, or a written power
of attorney to sell, assign or transfer the same or the shares represented
thereby, properly executed; but the person registered on the books of the
corporation as the owner of shares shall have the exclusive right to receive the
dividends thereon and, except as provided in Article VII with respect to stock
which has been pledged, to vote thereon as such owner or to give any consent
permitted by law, and shall be held liable for such calls and assessments, if
any, as may lawfully be made thereon, and except only as may be required by law,
may in all respects be treated by the corporation as the exclusive owner
thereof. It shall be the duty of each stockholder to notify the corporation of
his post office address.
ARTICLE XXV
Transfer Books; Record Date
The board of directors shall have power to close the stock transfer
books of the corporation for a period not exceeding fifty days preceding the
date of any meeting of stockholders or the date for payment of any dividend or
the date for the allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect or for a period of not
exceeding fifty days in connection with obtaining the consent of stockholders
for any purpose; provided, however, that in lieu of closing the stock transfer
books as aforesaid, the board of directors may fix in advance a date, not
exceeding fifty days preceding the date of any meeting of stockholders, or any
other of the above mentioned events, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.
ARTICLE XXVI
Loss of Certificates
In the case of the alleged loss or destruction or the mutilation of a
certificate of stock, a duplicate certificate may be issued in place thereof,
upon such terms in conformity with law as the board of directors may prescribe.
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ARTICLE XXVII
Seal
The corporate seal of the corporation shall, subject to alteration by
the board of directors, consist of a flat-faced circular die with the word
"Delaware", together with the name of the corporation and the year of its
organization, cut or engraved thereon. The corporate seal of the corporation may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE XXVIII
Execution of Papers
Except as the board of directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
transfers, contracts, bonds, notes, checks, drafts and other obligations made,
accepted or endorsed by the corporation shall be signed by the president or by
one of the vice presidents or by the treasurer.
ARTICLE XXIX
Fiscal Year
Except as from time to time otherwise provided by the board of
directors, the fiscal year of the corporation shall terminate on the last
Saturday in January of each year.
ARTICLE XXX
Amendments
The board of directors and the stockholders shall each have the power
to adopt, alter, amend and repeal these by-laws; and any by-laws adopted by the
directors or the stockholders under the powers conferred hereby may be altered,
amended or repealed by the directors or by the stockholders; provided, however,
that these by-laws shall not be altered, amended or repealed by action of the
stockholders, and no by-law shall be adopted by action of the stockholders,
without the affirmative vote of the holders of at least 66 2/3% of the voting
power of all the shares of the corporation entitled to vote generally in the
election of directors, voting together as a single class.
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