EXHIBIT (3)(ii)
As amended October 17, 2001
THE STANLEY WORKS
BYLAWS
ARTICLE I
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SHAREHOLDERS' MEETINGS
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1. ANNUAL MEETING. The Annual Meeting of the shareholders shall be held at
such time in the month of February, March or April in each year and at
such place within or without the State of Connecticut as the Board of
Directors may determine. Notice thereof shall be mailed to each
shareholder to his or her last known post office address not less than
ten days nor more than sixty days before such Meeting.
2. SPECIAL MEETINGS. Special Meetings of the shareholders shall be called
by the Chairman, or the President or Secretary, or by the Chairman, or
the President or Secretary upon the written request of the holders of
not less than 35% of the voting power of all shares entitled to vote on
any issue proposed to be considered at such Meeting by mailing a notice
thereof to each shareholder to his or her last known post office
address not less than twenty-five days nor more than fifty days before
such Meeting.
3. QUORUM. At any Meeting of shareholders the holders of not less than a
majority of the shares outstanding and entitled to vote present in
person or by proxy shall constitute a quorum. The Directors may
establish a record date for voting or other purposes in accordance with
law.
4. BUSINESS TO BE CONDUCTED AT ANNUAL MEETING. No business may be
transacted at an Annual Meeting of shareholders (including any
adjournment thereof), other than business that is either (a) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the Annual Meeting by
or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (c) otherwise properly brought before the Annual
Meeting by any shareholder (i) who is a shareholder of record on the
date of the giving of the notice provided for in this Section 4 and on
the record date for the determination of shareholders entitled to vote
at such Annual Meeting and (ii) who complies with the notice procedures
set forth in this Section 4.
In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a shareholder, such
shareholder must have given timely notice thereof in proper written
form to the Secretary.
To be timely, a shareholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the
Corporation not less than sixty (60) days nor more than ninety (90)
days prior to the anniversary of the date on which the immediately
preceding Annual Meeting of shareholders was convened; provided,
however, that in the event that the Annual Meeting is called for a date
that is not within thirty (30) days before or after such anniversary
date, notice by the shareholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day
following the day on which such notice of the date of the Annual
Meeting was mailed or such public disclosure of the date of the Annual
Meeting was made, whichever first occurs.
To be in proper written form, a shareholder's notice to the Secretary
must set forth as to each matter such shareholder proposes to bring
before the Annual Meeting (i) a brief description of the business
desired to be brought before the Annual Meeting and the reasons for
conducting such business at the Annual Meeting, (ii) the name and
record address of such shareholder, (iii) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such shareholder, (iv) a description of
all arrangements or understandings between such shareholder and any
other person or persons (including their names) in connection with the
proposal of such business by such shareholder and any material interest
of such shareholder in such business and (v) a representation that such
shareholder intends to appear in person or by proxy at the Annual
Meeting to bring such business before the meeting.
No business shall be conducted at the Annual Meeting of shareholders
except business brought before the Annual Meeting in accordance with
the procedures set forth in this Section 4, provided, however, that,
once business has been properly brought before the Annual Meeting in
accordance with such procedures, nothing in this Section 4 shall be
deemed to preclude discussion by any shareholder of any such business.
If the Chairman of an Annual Meeting determines that business was not
properly brought before the Annual Meeting in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that
the business was not properly brought before the meeting and such
business shall not be transacted.
ARTICLE II
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NOMINATIONS OF DIRECTOR CANDIDATES
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1. ELIGIBILITY TO MAKE NOMINATIONS. Nominations of candidates for election
as directors of the Corporation at any meeting of shareholders called
for election of directors (an "Election Meeting") may be made by the
Board of Directors or by any shareholder entitled to vote at such
Election Meeting.
2. PROCEDURE FOR NOMINATIONS BY THE BOARD OF DIRECTORS. Nominations made
by the Board of Directors shall be made at a meeting of the Board of
Directors, or by written consent of directors in lieu of a meeting, not
less than 30 days prior to the date of the
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Election Meeting, and such nominations shall be reflected in the minute
books for the Corporation as of the date made. At the request of the
Secretary of the Corporation each proposed nominee shall provide the
Corporation with such information concerning himself or herself as is
required, under the rules of the Securities and Exchange Commission, to
be included in the Corporation's proxy statement soliciting proxies for
his or her election as a director.
3. PROCEDURE FOR NOMINATIONS BY SHAREHOLDERS. Not less than 30 days prior
to the date of the Election Meeting, any shareholder who intends to
make a nomination at the Election Meeting shall deliver a notice to the
Secretary of the Corporation setting forth (i) the name, age, business
address and residence address of each nominee proposed in such notice,
(ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of capital stock of the Corporation which are
beneficially owned by each such nominee and (iv) such other information
concerning each such nominee as would be required, under the rules of
the Securities and Exchange Commission, in a proxy statement soliciting
proxies for the election of such nominees.
4. SUBSTITUTION OF NOMINEES. In the event that a person is validly
designated as a nominee in accordance with section 2 or 3 hereof and
shall thereafter become unable or unwilling to stand for election to
the Board of Directors, a substitute nominee may be designated as
follows:
(a) by those named as proxies in proxies solicited on behalf of
the Board of Directors if the person was designated as
nominee in accordance with section 2 hereof
(b) by the shareholder who proposed such nominee if the person
was designated as a nominee in accordance with section 3
hereof.
5. DETERMINATION OF COMPLIANCE WITH PROCEDURE.
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If the chairman of the Election Meeting determines that a nomination
was not in accordance with the foregoing procedures, such nomination
shall be void.
ARTICLE III
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DIRECTORS AND COMMITTEES
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1. DIRECTORS. The business, property and affairs of this Corporation shall
be managed by or under the direction of the Board of Directors
consisting of not less than nine nor more than eighteen Directors, the
exact number to be determined by the Board of Directors from time to
time. All Directors shall be shareholders of record. The Directors
shall be divided into three classes designated Class I, Class II and
Class III. Such classes shall be as nearly equal in number as the total
number of Directors constituting the entire Board of Directors permits.
One class shall be chosen annually at the Annual Meeting of
shareholders and the members of such class shall hold office until
their successors be
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elected and qualified. The Directors may increase the prescribed number
of Directors by the concurring vote of a majority of the prescribed
number of Directors. Any increase or decrease in the prescribed number
of Directors shall be so apportioned among the classes of Directors as
to make all the classes as nearly equal in number as possible. No
reduction of the number of Directors shall remove or shorten the term
of any Director in office. A majority of the number of Directors
prescribed shall constitute a quorum for the transaction of business.
2. MEETINGS. The Chairman or the President or any Vice Chairman may and
upon written application of any three Directors shall call a meeting of
the Board of Directors to be held at such time and place as may be
determined by the person calling said meeting and shall cause notice
thereof to be given. Unless waived in writing, three days verbal or
written (mail) notice shall be required provided, however, that if in
the judgment of any two officers an emergency exists, a meeting may be
called forthwith by telephone or facsimile or verbal notice and such
notice shall be deemed sufficient notice notwithstanding that some of
the Directors may not have actual notice.
The Annual Meeting of the Directors for the election of officers shall
be held without notice, immediately after the Annual Meeting of
shareholders. Regular meetings of the Directors shall be held at least
on a quarterly basis.
3. WRITTEN CONSENT. If all the Directors, or all members of a committee of
the Board of Directors, as the case may be, severally or collectively
consent in writing to any action taken or to be taken by the
Corporation, and the number of such Directors or members constitutes a
quorum for such action, such action shall be a valid corporate action
as though it had been authorized at a meeting of the Board of Directors
or committee, as the case may be. The Secretary shall file such
consents with the minutes of the Board of Directors or of the
committee, as the case may be.
4. PARTICIPATION BY TELEPHONE. A Director may participate in a meeting of
the Board of Directors or of a committee by any means of communication
by which all Directors participating in the meeting may simultaneously
hear one another during the meeting, and participation in a meeting
pursuant to this subsection shall constitute presence in person at such
meeting.
5. VACANCIES. In case any vacancy or vacancies shall exist in the Board of
Directors at any time the remaining members of the Board by majority
action may fill the vacancy or vacancies. The term of a Director
elected to fill a vacancy expires at the next shareholders meeting at
which Directors are elected.
6. COMMITTEES. The Board of Directors may from time to time appoint from
its membership such committees as it may deem necessary or desirable
for the best interests of the Corporation and may delegate to any
committee all needful authority to the extent permitted by law. The
meetings of all committees are open to all directors.
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Each committee shall fix its own rules as to procedure and calling of
meetings. It shall appoint a Secretary, who need not be a member of the
committee. Such Secretary shall call meetings of the committee on the
request of the Chair of the committee or any two members and shall keep
permanent record of all of its proceedings. A majority of the members
of any committee shall constitute a quorum.
7. EXECUTIVE COMMITTEE. The Directors shall appoint an Executive Committee
consisting of the Chairman, if any, the President and at least three
other Directors, but in no event shall the Committee consist of less
than five members. The Board of Directors may at any time decrease
(subject to the provisions of the preceding paragraph) or increase the
size of said Committee, may change the membership thereof and may fill
vacancies therein.
During intervals between meetings of the Board of Directors, the
Executive Committee shall possess and may exercise all the powers of
the Board of Directors in the management of the business and affairs of
the Corporation, but the Committee shall have no power to declare
dividends or do other things specially reserved by law to the
Directors. The Executive Committee shall have power to appoint such
subcommittees as it may deem necessary to report and make
recommendations to the Executive Committee. Any action taken by the
Executive Committee shall be subject to change, alteration and revision
by the Board of Directors, provided that no rights or acts of others
shall be affected by any such alteration or revision.
8. FINANCE AND PENSION COMMITTEE. A Finance and Pension Committee
consisting of at least three Directors shall be appointed by the Board
of Directors. The Committee shall advise and assist the Chief Financial
Officer and the Treasurer in major matters concerning the finances of
the Corporation and in matters of major policy decisions in the
purchase and sale of securities. In performance of this the Committee
shall regularly review the financial condition of the Corporation so as
to counsel these officers and the Board on the total financial
resources, strength and capabilities of the Corporation. In this
connection, the Committee shall analyze and advise on fundamental
corporate changes in capital structure (both debt and equity); review
the capital structure of the Corporation and make recommendations with
respect to management proposals concerning financing, purchases of
treasury stock, investments, and dividend actions; review periodically
the Corporation's risk management program and its adequacy to safeguard
the Corporation against extraordinary liabilities or losses; and advise
and assist in matters such as short-term investments, credit
liabilities, financings, and hedges of foreign currency exposures.
The Committee shall oversee the Corporation's administration of its
pension plans and of the pension plans of its subsidiaries. The
Committee shall be responsible for setting (subject to the approval of
the Board of Directors) the retirement policies of the Corporation and
its subsidiaries; for amending pension plans, savings and retirement
plans, stock ownership plans or any similar plans or related trust
agreements; and for
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approving actuarial assumptions and investment policies for the
Corporation's pension plans. It shall report at least annually to the
Board of Directors. The Committee may delegate any or all of these
functions to such employees as it, in its judgment, deems appropriate.
Specifically, the Committee shall approve retaining or terminating the
services of actuaries, lawyers, accountants or other professionals for
the plans; shall approve annually the amount of the contributions to be
made by the Corporation to the respective plans; and shall approve
appointing and terminating trustees and investment managers and
determine the allocation of the assets of the plans among one or more
trustees or investment managers.
9. AUDIT COMMITTEE. An Audit Committee consisting of at least three
Directors shall be appointed by the Board of Directors. Except as
permitted by the independence requirements of the New York Stock
Exchange, none of the Audit Committee members shall be officers or
employees of the Corporation or any of its affiliates. Audit Committee
members shall have no relationship to the Corporation that may
interfere with the exercise of their independence from management and
the Corporation. Each member of the Audit Committee shall be
financially literate and at least one member shall have accounting or
related financial management expertise, as such qualifications are
interpreted by the Corporation's Board of Directors in its business
judgment.
The responsibilities of the Audit Committee shall be to:
(a) Meet with the independent auditor prior to the audit
to review the plan and scope of the audit; meet with
management and the independent auditor to review the
audited financial statements, including major issues
and developments regarding financial reporting and
accounting matters; and review the management letter
prepared by the independent auditor and management's
responses.
(b) Discuss with the independent auditor the matters
required to be discussed on an annual or quarterly
basis, as the case may be, under generally accepted
auditing standards and any other applicable laws or
regulations relating to the conduct of the audit.
(c) Meet periodically with management and the independent
and internal auditors to review the adequacy of the
Corporation's system of internal controls over
financial reporting and the safeguarding of assets
and review significant risk and control exposures and
the steps being taken by management to monitor such
exposures.
(d) Recommend to the Board of Directors the appointment
of the independent auditor, subject to shareholder
approval, which firm is ultimately accountable to the
Audit Committee and the Board of Directors; approve
the fees to be paid to the independent auditor;
receive and review with the
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independent auditor periodic reports regarding the
auditor's independence and if so determined by the
Audit Committee, recommend that the Board of
Directors take appropriate action to satisfy itself
of the independence of the auditor; and evaluate the
performance of the independent auditor and, if so
determined by the Audit Committee, recommend that the
Board of Directors replace the independent auditor.
(e) Periodically review the audit plan, the internal
audit department responsibilities, budget, resources,
skills and staffing; concur in the appointment or
replacement of the Director of Internal Audit; review
at least annually a summary of audit findings
prepared by the internal auditing department and
management's responses.
(f) Review with the Corporation's General Counsel the
Corporation's legal compliance, including the
Business Conduct Guidelines and legal, regulatory or
compliance matters that may have a material impact on
the financial statements.
(g) Evaluate the adequacy of the Corporation's Audit
Committee Charter annually and recommend any changes
to the Board of Directors for adoption.
(h) Perform any other oversight functions as requested by
the Board of Directors.
10. COMPENSATION AND ORGANIZATION COMMITTEE. A Compensation and
Organization Committee consisting of at least three Directors, none of
whom shall be employees of the Corporation or any of its subsidiaries,
shall be appointed by the Board of Directors. The Committee shall
review and approve major organization and compensation structure
changes as recommended by Management. Although the Board, itself, will
review the performance of the chief executive officer and fix his or
her salary, the Committee shall approve the performance and determine
the salaries of the other executive officers of the Corporation and of
other senior executives whose base salary exceeds an amount fixed by
the Board of Directors; shall determine the compensation of all
executive officers and such senior executives under the Corporation's
senior executive compensation plans; shall administer all of the
Corporation's senior executive compensation plans; and shall assure
that there is a succession plan in place.
11. BOARD AFFAIRS COMMITTEE. A Board Affairs Committee consisting of at
least three directors, none of whom shall be employees of the
Corporation or any of its subsidiaries, shall be appointed by the Board
of Directors. The Committee shall consider and make recommendations to
the Board of Directors as to Board of Director membership with respect
to names generated by the Committee itself or submitted by
shareholders. The Committee shall consider and make recommendations to
the Board of Directors with
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respect to Board of Director committee membership and chair
assignments. (These will normally be acted upon by the Board of
Directors at its Annual Meeting held immediately after the Annual
Meeting of shareholders.) The Committee shall consider and make
recommendations to the Board of Directors with respect to the number of
members of the Board of Directors. (The Charter and Bylaws provide for
not less than eight nor more than eighteen as may be determined by the
Board). Annually, the Committee shall consider and recommend to the
Board of Directors the persons whom the Committee proposes that the
Board of Directors nominate for election as directors at the Annual
Meeting of shareholders. The Committee shall consider and make
recommendations to the Board of Directors with respect to remuneration
of directors.
The Committee shall provide guidance to the Management on major issues
in areas of corporate social responsibility, including environmental
issues and public affairs. The Committee shall review and approve
policy guidelines to be used by Management in making charitable
contributions and shall annually review all charitable contributions
made by the Corporation during the previous twelve months and recommend
to the Board the level of contributions to be set for the ensuing year.
12. In the absence of any one or more members from a meeting of any of the
committees provided for in these Bylaws, the Chairman, or the
President, may in his or her discretion invite any member or members of
the Board (otherwise qualified to serve) to attend such meeting.
Temporary members thus appointed to attend for absentees shall act as
regular members and shall have the right to vote.
13. POWERS OF ALL COMMITTEES. The powers of all committees are at all times
subject to the control of the Directors, and any member of any
committee may be removed at any time at the pleasure of the Board.
ARTICLE IV
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OFFICERS
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1. ELECTION OF OFFICERS. The Board of Directors shall have power to elect
from its own members or otherwise a Chairman, a President, one or more
Vice Chairmen and Vice Presidents, a Secretary, a Treasurer, one or
more Assistant Treasurers and Assistant Secretaries, and such other
officers, agents and employees as it may deem expedient, and to define
the duties and authority of all officers, employees and agents and to
delegate to them such lawful powers as may be deemed advisable.
The officers shall respectively perform all acts and duties required of
such officers by law, by the Charter and Bylaws of this Corporation, or
by the Board of Directors.
2. CHAIRMAN OF THE BOARD. If the Directors have elected a Chairman, the
Chairman shall preside at all meetings of the Board except that in the
Chairman's absence the Directors present shall designate a person to
preside. The Chairman shall have such additional duties as the Board of
Directors or the Executive Committee may assign.
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3. PRESIDENT. The President shall be elected by the Directors and shall
have such duties as the Board of Directors or the
Executive Committee may assign.
4. CHIEF EXECUTIVE OFFICER. One of the officers shall be appointed Chief
Executive Officer of the Corporation by the Board of Directors. Subject
to the Board of Directors and the Executive Committee, the Chief
Executive Officer shall have general supervision and control of the
policies, business and affairs of the Corporation.
5. VICE CHAIRMEN. Each Vice Chairman shall have such powers and perform
such duties as may be conferred upon him or her or determined by the
Chief Executive Officer.
6. VICE PRESIDENTS. Each Vice President shall have such powers and perform
such duties as may be conferred upon him or her or determined by the
Chief Executive Officer.
7. TREASURER. The Treasurer shall have the oversight and control of the
funds of the Corporation and shall have the power and authority to make
and endorse notes, drafts and checks and other obligations necessary
for the transaction of the business of the Corporation except as herein
otherwise provided.
8. CONTROLLER. The Controller shall have the oversight and control of
the accounting records of the Corporation and shall prepare such
accounting reports and recommendations as shall be appropriate for the
operation of the Corporation.
9. SECRETARY. It shall be the duty of the Secretary to make and keep
records of the votes, doings and proceedings of all meetings of the
shareholders and Board of Directors of the Corporation, and of its
Committees, and to authenticate records of the Corporation.
10. ASSISTANT TREASURERS. The Assistant Treasurers shall have such duties
as the Treasurer shall determine.
11. ASSISTANT SECRETARIES. The Assistant Secretaries shall have such duties
as the Secretary shall determine.
12. POWERS OF ALL OFFICERS. The powers of all officers are at all times
subject to the control of the Directors, and any officer may be removed
at any time at the pleasure of the Board.
ARTICLE V
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INDEMNIFICATION
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To the extent properly permitted by law the Board of Directors shall
provide for the indemnification and reimbursement of, and advances of
expenses to, any person made a party to any action, suit or proceeding
by reason of the fact that he or she, or a person whose legal
representative or successor he or she is,
(a) is or was a Director, officer, employee or agent of the
Corporation, or
(b) served at the Corporation's request as a director, officer,
employee or agent of another corporation,
for expenses, including attorney's fees, and such amount of
any judgment, money decree, fine, penalty or settlement for
which he or she may have become liable as the Board of
Directors deems reasonable, actually incurred by him or her in
connection with the defense or reasonable settlement of any
such action, suit or proceeding or any appeal therein.
This provision of indemnification shall be in addition to any other
right or remedy which such person may have. The Corporation shall have
the right to intervene in and defend all such actions, suits or
proceedings brought against any such person.
ARTICLE VI
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CORPORATE SEAL
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The corporate seal shall be in the custody of the Secretary and either
the Secretary or any other officer shall have the power to affix the
same for the Corporation.
ARTICLE VII
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STOCK CERTIFICATES
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1. SIGNATURES. Certificates of stock shall be signed by the Chairman, the
President or a Vice President and by the Secretary or the Treasurer
(except that where any such certificate is signed by a transfer agent
or transfer clerk and by the registrar, the signatures of any such
Chairman, President, Vice President, Secretary or Treasurer may be
facsimiles, engraved or printed) and shall be sealed with the seal of
the corporation (or shall bear a facsimile of such seal).
2. LOST CERTIFICATES. No certificate for shares of stock in the
Corporation shall be issued in place of any certificate alleged to have
been lost, stolen or destroyed except upon production of such evidence
of such loss, theft or destruction as the Board of Directors in its
discretion may require and upon delivery to the Corporation of a bond
of indemnity in form and, unless such requirement is waived by
Resolution of the Board, with one or more sureties, satisfactory to the
Board in at least double the value of the stock represented by said
Certificate.
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ARTICLE VIII
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FISCAL YEAR
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The Corporation's fiscal year shall close on the Saturday nearest
December 31st of each year.
ARTICLE IX
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INDEPENDENT AUDIT
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The Board of Directors shall provide for a yearly independent audit,
the form and scope of which shall be determined by the Board from time
to time.
ARTICLE X
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AMENDMENTS
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The Board of Directors of the Corporation may adopt, amend or repeal
the Bylaws of the Corporation, subject, however, to the power of the
shareholders to adopt, amend or repeal the same, provided that any
notice of a meeting of shareholders or of the Board of Directors at
which Bylaws are to be adopted, amended or repealed, shall include
notice of such proposed action.
ARTICLE XI
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ACQUISITIONS OF STOCK
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(a) Except as set forth in subsection (b) hereof, the Corporation
shall not acquire any of its voting equity securities (as
defined below) at a price per share above the market price per
share (as defined below) of such securities on the date of
such acquisition from any person actually known by the
Corporation to be the beneficial owner (as determined pursuant
to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, or any successor rule or regulation) of more than
three percent of the Corporation's voting equity securities
who has been the beneficial owner of the Corporation's voting
equity securities for less than two years prior to the date of
the Corporation's acquisition thereof, unless such acquisition
(i) has been approved by a vote of a majority of the shares
entitled to vote, excluding shares owned by any beneficial
owner any of whose shares are proposed to be acquired pursuant
to the proposed acquisition that is the subject of such vote
or (ii) is pursuant to an offer made on the same terms to all
holders of securities of such class. The determination of the
Board of Directors shall be conclusive in determining the
price paid per share for acquired voting equity securities if
the Corporation acquires such securities for consideration
other than cash.
(b) This provision shall not restrict the Corporation from: (i)
acquiring shares in the open market in transactions in which
there has been no prior arrangement with, or
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solicitation of (other than a solicitation publicly made to
all holders), any selling holder of voting equity securities
or in which all shareholders desiring to sell their shares
have an equal chance to sell their shares; (ii) offering to
acquire shares of shareholders owning less than 100 shares of
any class of voting equity securities; (iii) acquiring shares
pursuant to the terms of a stock option or similar plan that
has been approved by a vote of a majority of the Corporation's
common shares represented at a meeting of shareholders and
entitled to vote thereon; (iv) acquiring shares from, or on
behalf of, any employee benefit plan maintained by the
Corporation or any subsidiary or any trustee of, or fiduciary
with respect to, any such plan when acting in such capacity;
or (v) acquiring shares pursuant to a statutory appraisal
right or otherwise as required by law.
(c) Market price per share on a particular day means the highest
sale price on that day or during the period of five trading
days immediately preceding that day of a share of such voting
equity security on the Composite Tape for New York Stock
Exchange-Listed Stocks, or if such voting equity security is
not quoted on the Composite Tape on the New York Stock
Exchange or listed on such Exchange, on the principal United
States securities exchange registered under the Securities
Exchange Act of 1934 on which such voting equity security is
listed, or, if such voting equity security is not listed on
any such exchange, the highest sales price or, if sales price
is not reported, the highest closing bid quotation with
respect to a share of such voting equity security on that day
or during the period of five trading days immediately
preceding that day on the National Association of Securities
Dealers, Inc. Automated Quotations System or any system then
in use, or if no such quotations are available, the fair
market value on the date in question of a share of such voting
equity security as determined by a majority of the Board of
Directors.
(d) Voting equity securities of the Corporation means equity
securities issued from time to time by the Corporation which
by their terms are entitled to be voted generally in the
election of the directors of the Corporation.
(e) The Board of Directors shall have the power to interpret the
terms and provisions of, and make any determinations with
respect to, this Article XI, which interpretations and
determinations shall be conclusive.
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