EXHIBIT 3(B)
BY-LAWS
OF
GOODRICH CORPORATION
AS AMENDED THROUGH
JUNE 1, 2001
ARTICLE I
SHAREHOLDERS
ANNUAL MEETING SECTION 1. The annual meeting of the shareholders of the
Company, for the election of Directors and for the
transaction of such other business as may properly come
before the meeting, shall be held in the State of New
York, or elsewhere in the United States as permitted by
the laws of the State of New York, at such time on such
date as the Board of Directors may select. If the day
fixed for the meeting shall be a legal holiday, such
meeting shall be held on the next succeeding full
business day. The Board of Directors acting by
resolution may postpone and reschedule any previously
scheduled annual meeting of shareholders.
NOTICE OF SECTION 2. Notice of the time and place of holding each
ANNUAL MEETING such annual meeting of shareholders shall be served
either personally or by mail upon each shareholder of
record of the Company entitled to vote at such meeting
between ten and sixty days before the date fixed for
such meeting; if mailed, it shall be directed, except as
otherwise provided by law, to each shareholder at the
shareholder's post office address as it appears on the
stock books of the Company.
SPECIAL MEETINGS SECTION 3. Special meetings of shareholders, unless
otherwise provided by law, may be called at any time by
the Board of Directors. The Board of Directors acting by
resolution may postpone and reschedule any previously
scheduled special meeting of shareholders.
NOTICE OF SPECIAL SECTION 4. Notice of each such special meeting,
MEETINGS otherwise unless provided by law, may be given as herein
provided for giving notice of an annual meeting.
QUORUM SECTION 5. At all meetings of shareholders, annual or
special, other than meetings a quorum at which is fixed
by law, in order to constitute a quorum there shall be
present either in person or by proxy holders of record
of a majority of the shares of the class or classes of
the capital stock of the Company entitled to vote at
such meeting, except that as to any action to be taken
by shareholders voting separately as a class or classes
a majority of the shares entitled to vote separately as
one class shall constitute a quorum of that
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class and may act separately whether or not a quorum of
another class or classes be present.
ADJOURNED MEETING SECTION 6. At any meeting of shareholders, annual or
special, the chairman of the meeting or the holders of
record of the majority of the shares present and
entitled to vote may adjourn the meeting from time to
time, whether or not a quorum is present. At any
adjourned meeting the Company may transact any business
which might have been transacted at the original
meeting.
NUMBER OF VOTES SECTION 7. Except as otherwise provided by law or by the
Restated Certificate of Incorporation or other
certificate filed pursuant to law, each shareholder of
record shall be entitled at every meeting of
shareholders to one vote, either in person or by proxy
executed in writing by the shareholder or by the
shareholder's duly authorized attorney, for each share
of stock standing in the shareholder's name on the stock
books of the Company.
MANNER OF VOTING SECTION 8. In the election of Directors and in voting on
any question on which a vote by ballot is required by
law or is demanded by any shareholder, the voting shall
be by ballot. On all other questions the voting may be
viva voce.
INSPECTORS SECTION 9. The Board of Directors, prior to the annual
OF ELECTION and each special meeting of the shareholders each year,
may appoint two inspectors of election to act at such
meeting. In the event of the failure of the Board to
make such appointment or if any inspector of election
shall for any reason fail to attend and to act at such
meeting, an inspector or inspectors of election, as the
case may be, may be appointed by the chairman of the
meeting.
INTRODUCTION OF SECTION 10. (A) Annual Meetings of Shareholders. (1)
BUSINESS AT A Nominations of persons for election to the Board of
MEETING OF Directors of the Company and the proposal of business to
SHAREHOLDERS be considered by the shareholders may be made at an
annual meeting of shareholders (a) pursuant to the
Company's notice of meeting, (b) by or at the direction
of the Board of Directors or (c) by any shareholder of
the Company who was a shareholder of record at the time
of giving of notice provided for in this By-Law, who is
entitled to vote at the meeting and who complied with
the notice procedures set forth in this By-Law.
(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder
pursuant to clause (C) of paragraph (A) (1) of this
By-Law, the shareholder must have given timely notice
thereof in writing to the Secretary of the Company. To
be timely, a shareholder's notice shall be delivered to
the Secretary at the principal executive offices of the
Company not less than 90 days nor more than 120 days
prior to the first
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anniversary of the preceding year's annual meeting;
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 such anniversary date,
notice by the shareholder to be timely must be so
delivered not earlier than the 120th day prior to such
annual meeting and not later than the close of business
on the later of the 90th day prior to such annual
meeting or the 10th day following the day on which
public announcement of the date of such meeting is first
made. Such shareholder's notice shall set forth (a) as
to each person whom the shareholder proposes to nominate
for election or reelection as a director, the name, age,
principal occupations and employment during the past
five years, name and principal business of any
corporation or other organization in which such
occupations and employment were carried on, a brief
description of any arrangement or understanding between
such person and any other person(s) (naming such
person(s)) pursuant to which he was or is to be selected
as a nominee, and the written consent of such person(s)
to serve as a director if elected; (b) as to any other
business that the shareholder proposes to bring before
the meeting, a brief description of the business desired
to be brought before the meeting, the reasons for
conducting such business at the meeting and any material
interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal
is made; (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address
of such shareholder, as they appear on the Company's
books, of such beneficial owner and any other
shareholders believed by such shareholder to be
supporting such nominee(s) or other business and (ii)
the class and number of shares of the Company which are
owned beneficially and of record by such shareholder,
such beneficial owner and any other shareholders
believed by such shareholder to be supporting such
nominee(s) or other business.
(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this By-Law to the contrary, in the
event that the number of directors to be elected to the
Board of Directors of the Company 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 Company at least 70 days prior
to the first anniversary of the preceding year's annual
meeting, a shareholder's notice required by this By-Law
shall also be considered timely, but only with respect
to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at
the principal executive offices of the Company not later
than the close of business on the 10th day following the
day on which such public announcement is first made by
the Company.
(B) Special Meetings of Shareholders. Only such business
shall be conducted at a special meeting of shareholders
as shall have been brought before the meeting pursuant
to the Company's notice of meeting. Nominations of
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persons for election to the Board of Directors may be
made at a special meeting of shareholders at which
directors are to be elected pursuant to the Company's
notice of meeting (a) by or at the direction of the
Board of Directors or (b) provided that the Board of
Directors has determined that directors shall be elected
at such special meeting, by any shareholder of the
Company who is a shareholder of record at the time of
giving of notice provided for in thus By-Law, who shall
be entitled to vote at the meeting and who complies with
the notice procedures set forth in this By-Law. In the
event the Company calls a special meeting of
shareholders for the purpose of electing one or more
directors, any such shareholder may nominate a person or
persons (as the case may be), for election to such
position(s) as specified in the Company's notice of
meeting, if the shareholder's notice required by
paragraph (A)(2) of this By-Law shall be delivered to
the Secretary at the principal executive offices of the
Company not earlier than the 120th day prior to such
special meeting and not later than the close of business
on the later of the 90th day prior to such special
meeting or the 10th day following the day on which
public announcement is first made of the special meeting
and of the nominees proposed by the Board of Directors
to be elected at such meeting.
(C) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this By-Law
shall be eligible to serve as directors and only such
business shall be conducted at a meeting of shareholders
as shall have been brought before the meeting in
accordance with the procedures set forth in this By-Law.
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 By-Law
and, if any proposed nomination or business is not in
compliance with this By-Law, to declare that such
defective proposal shall be disregarded.
(2) For purposes of this By-Law, "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 Company with the Securities and Exchange Commission
pursuant to Sections 13, 14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(3) Notwithstanding the foregoing provisions of this
By-Law, a shareholder shall also comply with all
applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the
matters set forth in this By-Law. Nothing in this By-Law
shall be deemed to affect any rights of shareholders to
request inclusion of proposals in the Company's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.
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ARTICLE II
STOCK
CERTIFICATES SECTION 1. Certificates of Stock shall be numbered and
OF STOCK registered in the order in which they are issued and
shall be signed by the Chairman of the Board or a Vice
Chairman of the Board or the President or a
Vice-President and by the Secretary or Treasurer or by
an Assistant Secretary or an Assistant Treasurer, and
sealed with the seal of the Company or a facsimile
thereof. The signatures of the officers upon a
certificate may be facsimiles if: (i) the certificate is
countersigned by a transfer agent or registered by a
registrar other than the Company or its employee, or
(ii) the shares are listed on a registered national
security exchange.
TRANSFER OF SHARES SECTION 2. Transfer of shares may be made on the books
of the Company by the holder thereof in person, or by
the person's attorney-in-fact pursuant to power of
attorney duly executed and filed with the Company, upon
the surrender of the certificate or certificates for
such shares.
CLOSING OF BOOKS; SECTION 3. Unless otherwise provided by law or by the
RECORD DATES Restated Certificate of Incorporation, the Board of
Directors may fix a date, not exceeding fifty days prior
to the date appointed for any meeting of the
shareholders or prior to the date fixed for the payment
of any dividend or for the delivery of any evidences of
rights or other distribution allowed by law, as the
record date for the determination of the shareholders
entitled to notice of and to vote at such meeting, or to
receive any such dividends, rights, or distribution as
the case may be.
ARTICLE III
DIRECTORS
RESPONSIBILITIES SECTION 1. The business of the Company shall be managed
under the direction of the Board of Directors.
NUMBER, ELECTION, SECTION 2. The number of Directors of the Company
AND QUALIFICATION (exclusive of Directors to be elected by any series of
OF DIRECTORS Series Preferred Stock voting separately as a class)
shall be as determined by the Directors from time to
time by resolution adopted by a majority of the entire
Board. As used in this Article, "entire Board" means the
total number of Directors which the Company would have
if there were no vacancies. In the event that the Board
is increased by such a resolution, the vacancy or
vacancies so resulting shall be filled by a vote of a
majority of the Directors then in office. No decrease in
the Board shall shorten the term of any incumbent
Director.
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VACANCIES SECTION 3. Other vacancies occurring in the Board of
Directors may be filled for the unexpired term at any
regular meeting of the Board of Directors, or at any
special meeting thereof called for that purpose, by a
vote of the remaining Directors entitled to vote on such
question.
NOMINATION SECTION 4. The Board of Directors, in recommending
OF DIRECTORS nominees for election by the shareholders to the Board
of Directors and in electing members to fill vacancies
occurring in the Board of Directors, will not nominate
an individual for election at an annual meeting who,
prior to such annual meeting, will attain age 70, and to
fill a vacancy will not elect an individual who has
attained age 70; provided, however, that the provisions
of this SECTION 4 may be waived with respect to any
nominee by a majority of the Directors, excluding such
nominee, if such nominee is then a Director.
REGULAR MEETINGS SECTION 5. The Board of Directors shall hold
regular meetings at such times and at such places as the
Board may prescribe from time to time. All meetings
shall be held at such time on such dates as the Board
may designate, except that a regular meeting of the
Board of Directors shall be held following the
adjournment of and on the same date as the annual
meeting of shareholders and at such meeting the Board
may elect or appoint officers of the Company.
SPECIAL MEETINGS SECTION 6. Special meetings of the Board of Directors
may be called by the Chairman of the Board, by a Vice
Chairman of the Board, or by the President. The
Secretary shall call special meetings of the Board of
Directors when requested in writing so to do by any
three members thereof, or when ordered so to do by the
Executive Committee.
NOTICE SECTION 7. Notice of any special meeting of the Board of
Directors may be served not less than three hours before
the date and time fixed for such meeting, by oral,
written or electronic communication stating the time and
place thereof or if by mail not less than three days
before the date fixed for such meeting. Any oral notice
may be given to each member of the Board of Directors at
his or her office or his or her address as it appears on
the books of the Company, whether or not the director is
present personally to receive it. Any written or
electronic notice shall be addressed to each member of
the Board of Directors at his or her office or his or
her address as it appears on the books of the Company.
No notice shall be required of a regular meeting.
QUORUM; SECTION 8. At any meetings of the Board of Directors,
TELEPHONIC regular or special, one-half of the entire Board shall
MEETINGS constitute a quorum. Any one or more members of the
Board of Directors or any Committee of the Board of
Directors may participate in a meeting of the Board of
Directors or such Committee by means of a conference
telephone or similar communications equipment allowing
all persons participating in the meeting
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to hear each other at the same time. Participation by
such means shall constitute presence in person at a
meeting.
APPOINTMENT OF SECTION 9. The Board of Directors may appoint such
COMMITTEES Committees, in addition to the Executive Committee, as
it may consider proper, and such Committees shall
exercise such powers and duties as the Board from time
to time may prescribe. The Board of Directors may
designate alternate members of any Committee.
COMPENSATION SECTION 10. Directors, excepting officers who are
OF DIRECTORS Directors, may receive such compensation for their
services as Directors, and as members of Committees, as
shall be fixed from time to time by resolution of the
Board of Directors.
TRAVELING EXPENSES SECTION 11. A Director attending any meeting of
the Board of Directors shall be allowed any proper
expenses incurred in attending such meeting.
REMOVAL OF SECTION 12. Any or all of the directors may be removed
DIRECTORS by the shareholders only for cause.
ARTICLE IV
EXECUTIVE COMMITTEE
MEMBERSHIP AND SECTION 1. The Board of Directors may appoint not less
APPOINTMENT than three Directors who shall constitute the Executive
Committee. Vacancies in the Executive Committee may be
filled at any meeting of the Board of Directors.
POWERS AND DUTIES SECTION 2. The Executive Committee may advise with and
aid the officers of the Company in all matters
concerning its interests and the management of its
business. When the Board of Directors is not in session
the Executive Committee shall have and may exercise all
the powers of the Board of Directors, so far as such may
be delegated legally, with reference to the conduct of
the business of the Company, except that the Executive
Committee shall not take any action to amend the
Restated Certificate of Incorporation or the By-Laws, to
elect Directors to fill vacancies on the Board or any
Committee thereof, or to fix the compensation of
Directors for services in any capacity.
MEETINGS SECTION 3. Regular meetings of the Executive Committee
may be held without call or notice at such times and
places as the Executive Committee from time to time may
fix. Special meetings of the Executive Committee may be
called by the Chairman of the Board, by a Vice Chairman
of the Board, or by the President. The Secretary shall
call special meetings when
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requested to do so by any two members thereof. Notice
shall be given in the same manner as notice of special
meetings of the Board of Directors.
QUORUM SECTION 4. At any meeting of the Executive Committee
three members shall constitute a quorum. Any action of
the Executive Committee to be effective must be
authorized by the affirmative vote of a majority of the
members thereof present and in any event shall require
not less than three affirmative votes.
RECORD OF SECTION 5. The Secretary shall cause to be kept at his
MEETINGS or her office the minutes of the meetings of the
Executive Committee. These minutes shall be presented to
the Board of Directors from time to time for their
information.
ARTICLE V
OFFICERS
ELECTION AND SECTION 1. The Board of Directors may elect from its
APPOINTMENT number a Chairman of the Board and one or more Vice
Chairmen of the Board and shall elect a President and
may elect one or more Vice-Presidents, a Secretary, a
Treasurer, and a Controller, and may appoint such
Assistant Secretaries, Assistant Treasurers, and
Assistant Controllers as it may determine. All officers
shall serve during the pleasure of the Board. The Board
of Directors may create such other offices as it may
determine and appoint officers to fill such offices;
fill vacancies in any office; delegate to one or more
officers any of the duties of any officer or officers;
and prescribe the duties of any officers.
CHAIRMAN OF THE SECTION 2. The Chairman of the Board, if there be one,
BOARD - DUTIES shall preside at all meetings of shareholders, of the
Board of Directors and, unless there is a different
Chairman of the Executive Committee, of the Executive
Committee, and shall have such other authority and
perform such other duties as are prescribed by these
By-Laws and by the Board of Directors.
VICE CHAIRMAN OF SECTION 3. Each Vice Chairman of the Board, if he is not
THE BOARD - DUTIES the Chief Executive Officer, shall have such authority
and perform such duties as may be prescribed by these
By-Laws and the Chief Executive Officer.
A Vice Chairman of the Board, if he or she is the Chief
Executive Officer, shall have such authority and perform
such duties as are prescribed by these By-Laws and by
the Board of Directors. The Vice Chairman of the Board
(or, if there be more than one, the Vice Chairman of the
Board in the order designated by the Board of
Directors), in the absence or disability of the Chairman
of the Board and the President, shall preside at all
meetings of the
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shareholders, of the Board of Directors and, unless
there is a different Chairman of the Executive
Committee, of the Executive Committee.
PRESIDENT - DUTIES SECTION 4. The President, if he or she is not the Chief
Executive Officer, shall have such authority and perform
such duties as may be prescribed by these By-Laws and
the Chief Executive Officer.
The President, if he or she is the Chief Executive
Officer, shall have such authority and perform such
duties as are prescribed by these By-Laws and by the
Board of Directors. The President, in the absence or
disability of the Chairman of the Board, shall preside
at all meetings of the shareholders, of the Board of
Directors and, unless there is a different Chairman of
the Executive Committee, of the Executive Committee.
CHIEF EXECUTIVE SECTION 5. The Board of Directors shall designate the
OFFICER - DUTIES Chairman of the Board, a Vice Chairman of the Board, or
the President as Chief Executive Officer. Such Chief
Executive Officer shall have the general direction of
the affairs of the Company, subject to the Board of
Directors. He or she may appoint and discharge agents
and employees, and perform such other duties as are
incident to his or her office or delegated to him or her
by the Board of Directors or which are or may at any
time be authorized or required by law.
In the absence or disability of the officer designated
as Chief Executive Officer, one of the other
aforementioned officers (Chairman of the Board, Vice
Chairman of the Board, or President), as determined by
the Board of Directors, shall perform any and all of the
duties of the Chief Executive Officer.
CHAIRMAN OF SECTION 6. The Chairman of the Executive Committee, if
THE EXECUTIVE there be one, shall be a Director and may be an employee
COMMITTEE - of the Company. He or she shall preside at all meetings
DUTIES of the Executive Committee and shall have such other
authority and perform such other duties as may be
prescribed by these By-Laws, the Board of Directors and
the Chief Executive Officer.
VICE-PRESIDENT - SECTION 7. Each Vice-President shall have the powers and
DUTIES duties incident to that office and shall have such other
powers and duties as are prescribed by the By-Laws and
from time to time by the Chief Executive Officer.
SECRETARY - DUTIES SECTION 8. The Secretary shall be ex-officio Secretary
of the Board of Directors, the Executive Committee, and,
unless otherwise determined by the Committees, of all
other standing Committees. He or she shall keep the
minutes of all meetings of the shareholders, the Board
of Directors, the
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Executive Committee, and, of all other standing
Committees; and attend to serving and giving all notices
of the Company. He or she shall have charge of the
corporate seal, the stock certificate books and such
other books, records, and papers as the Board of
Directors and the Executive Committee may direct; cause
to be kept a stock record containing the names
alphabetically arranged of all persons who are
shareholders of the Company, showing their place of
residence, the number of shares of stock held by them
respectively, the time when they respectively became
owners thereof, and the amount paid thereon; and shall
perform such other duties as may be incident to his or
her office.
TREASURER - DUTIES SECTION 9. The Treasurer shall keep or cause to be kept
full and accurate accounts of all receipts and
disbursements in books belonging to the Company, and
shall have the care and custody of all funds and
securities of the Company and deposit such funds in the
name of the Company in such bank or banks as the Board
of Directors or the Executive Committee or the Chief
Executive Officer may designate. The Treasurer is
authorized to sign all checks, drafts, notes, bills of
exchange, orders for the payment of money, and any
negotiable instrument of the Company, but no such
instrument shall be signed in blank. He or she shall
disburse the funds of the Company as may be ordered by
the Board of Directors, the Executive Committee, or the
Chief Executive Officer. The Treasurer shall at all
reasonable times exhibit the books and accounts to any
Director, and also, provided the Board of Directors or
the Executive Committee or the Chief Executive Officer
so orders, to any shareholder of the Company upon
application at the office of the Company by such
shareholder during business hours; and he or she shall
give such bonds for the faithful performance of his or
her duties as the Board of Directors or the Executive
Committee or the Chief Executive Officer may determine,
and he or she shall perform such other duties as are
prescribed by these By-Laws and as are incident to his
or her office.
CONTROLLER - DUTIES SECTION 10. The Controller shall be the chief accounting
officer of the Company. He or she shall keep or cause to
be kept all books of accounts and accounting records of
the Company, and shall prepare or have prepared
appropriate financial statements for submission to the
Board of Directors, Executive Committee, and
shareholders. He or she shall perform all other duties
incident to his or her office.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
DIRECTORS AND SECTION l (a). The Company shall indemnify its Directors
OFFICERS and Officers and every other person whom the Company may
indemnify under the indemnification provisions for
Directors and Officers of the Business
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Corporation Law of New York as now in effect or as
hereafter amended to the full extent permissible under
and consistent with such provisions.
The right of indemnification provided in this Section 1
shall not be deemed exclusive of any other rights to
which such Director or Officer or other person may be
entitled apart from this Section 1.
SECTION l(b). In furtherance and not in limitation of
the provisions of Section l(a) of this Article VI:
GENERAL (i) The Company shall indemnify any person who is or was
made or threatened to be made a party to or is involved
in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of
the Company or any other corporation of any type or
kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company
is serving, has served or has agreed to serve in any
capacity at the request of the Company, by reason of the
fact that such person, such person's testator or
intestate, is or was or has agreed to become a director
or officer of the Company, or is or was serving or has
agreed to serve such other corporation, partnership,
joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines,
amounts paid or to be paid in settlement, excise taxes
or penalties, and costs, charges and expenses, including
attorneys' fees, incurred in connection with such action
or proceeding or any appeal therein; provided, however,
that no indemnification shall be provided to any such
person if a judgment or other final adjudication adverse
to the director or officer establishes that (A) his or
her acts were committed in bad faith or were the result
of active and deliberate dishonesty and, in either case,
were material to the cause of action so adjudicated, or
(B) he or she personally gained in fact a financial
profit or other advantage to which he or she was not
legally entitled; provided, further, that, except as
provided in Section l(b)(vi) of this Article VI or as
otherwise provided by agreement, the Company shall
indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof)
was authorized by the Board.
NON-EXCLUSIVITY (ii) The Company may indemnify any person to whom the
OF RIGHTS Company is permitted to provide indemnification or the
advancement of expenses by applicable law, whether
pursuant to rights granted pursuant to, or provided by,
the New York Business Corporation Law or other rights
created by (A) a resolution of shareholders, (B) a
resolution of directors or (C) an agreement providing
for such indemnification, it being expressly intended
that these By-Laws authorize the creation of other
rights in any such manner. The right to be indemnified
and to the reimbursement or
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advancement of expenses incurred in defending a
proceeding in advance of its final disposition conferred
in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire
under any statute, provision of the Certificate of
Incorporation, By-Laws, agreement, vote of shareholders
or directors or otherwise.
EXPENSES (iii) The Company shall, from time to time, reimburse or
advance to any person referred to in Section 1(b)(i) of
this Article VI the funds necessary for payment of
expenses, including attorneys' fees, incurred in
connection with any action or proceeding referred to in
Section 1(b)(i), upon receipt of a written undertaking
by or on behalf of such person to repay such amount(s)
if a judgment or other final adjudication adverse to the
director or officer establishes that (A) his or her acts
were committed in bad faith or were the result of active
and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (B)
he or she personally gained in fact a financial profit
or other advantage to which he or she was not legally
entitled.
INTERPRETATION OF (iv) Any person entitled to be indemnified or to the
RIGHTS TO reimbursement or advancement of expenses as a matter of
INDEMNIFICATION right pursuant to this Section shall be entitled to the
greater of the indemnification (or advancement of
expenses) provided (A) under the applicable law in
effect at the time of the occurrence of the event or
events giving rise to the action or proceeding, to the
extent permitted by law, or (B) under the applicable law
in effect at the time indemnification (or advancement of
expenses) is sought.
OTHER RIGHTS (v) The right to be indemnified or to the reimbursement
or advancement of expenses pursuant to this Article VI,
(A) shall be deemed to arise from a contract between the
Company and any person entitled to be indemnified or to
the reimbursement or advancement of expenses pursuant to
this Section l(b) of Article VI, pursuant to which such
person may bring suit as if the provisions hereof were
set forth in a separate written contract between the
Company and the such person and (B) shall continue as to
a person who has ceased to be a director or officer and
shall inure to the benefit of the estate, heirs,
executors and administrators of such person, and shall
continue to exist after the rescission or restrictive
modification hereof with respect to events occurring
prior thereto.
RIGHT OF CLAIMANT (vi) If a request to be indemnified is made under
TO BRING SUIT Section l(b) of VI, the Board shall make a determination
pursuant to Section 723(b) of the New York Business
Corporation Law within 30 days after such request as to
whether the person so requesting indemnification is
entitled to indemnification under this Article VI and
the New York Business Corporation Law. If a request to
be indemnified or for the reimbursement or advancement
of expenses under Section 1(b) of Article VI is not paid
in full
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by the Company within thirty days after a written claim
has been received by the Company, the claimant may at
any time thereafter bring suit against the Company to
recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any
is required, has been tendered to the Company) that the
claimant has not met the standards of conduct which make
it permissible under the New York Business Corporation
Law or hereunder for the Company to indemnify the
claimant for the amount claimed, but the burden of
proving such defense shall be on the Company. Neither
the failure of the Company (including its Board,
independent legal counsel or its shareholders) to have
made a determination prior to the commencement of such
action that indemnification of the claimant is proper in
the circumstances because he or she has met the
applicable standard of conduct set forth in the New York
Business Corporation Law or hereunder, nor an actual
determination by the Company (including its Board,
independent legal counsel or its shareholders) that the
claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable
standard of conduct.
INSURANCE (vii) The Company may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or
not the Company would have the power to indemnify such
person against such expense, liability or loss under the
New York Business Corporation Law.
SEPARABILITY (viii) If this Section l(b) of Article VI or any portion
hereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Company shall
nevertheless indemnify each director, officer, employee
or agent of the Company as to costs, charges and
expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement with respect to any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, including an action by
or in the right of the Company, to the fullest extent
permitted by any applicable portion of this Section l(b)
of Article VI that shall not have been invalidated and
to the fullest extent permitted by applicable law.
EMPLOYEES SECTION 2. Any person made a party to or involved in any
action, suit, or proceeding (including a claim), whether
civil, administrative, or criminal, by reason of the
fact that such person, such person's testator or
intestate, is or was an employee of the Company or of
any corporation which such person, such person's
testator or intestate served as such at the request of
the
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Company, or by reason of his or her alleged negligence
or misconduct in the performance of his or her duties as
such employee, may be indemnified by the Company against
the reasonable expenses, including attorney's fees,
actually and necessarily incurred by him or her in
connection with the defense of such action, suit, or
proceeding, or in connection with any appeal therein, or
in connection with the disposition thereof, provided,
however, that no indemnification shall be provided to
any such person if a judgment or other final
adjudication adverse to the employee establishes that
(A) his or her acts were committed in bad faith or were
the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so
adjudicated, or (B) he or she personally gained in fact
a financial profit or other advantage to which he or she
was not legally entitled.
The right of indemnification provided by this Section 2
shall not be deemed exclusive of any other rights to
which such employee may be entitled apart from this
Section 2.
ARTICLE VII
CORPORATE SEAL
CORPORATE SEAL SECTION 1. The seal of the Company shall be
circular in form and shall have inscribed thereon the
name of the Company, the state of its organization (New
York), the year of its creation (1912), and the words
"Corporate Seal."
ARTICLE VIII
WAIVER OF NOTICE
WAIVER OF NOTICE SECTION 1. Whenever under the provisions of these
By-Laws or any of the Corporate Laws of the State of New
York, the Board of Directors or any Committee is
authorized to take any action after notice or after
lapse of a prescribed period of time, such action may be
taken without notice and without the lapse of any period
of time, if such action be authorized or approved and
the requirements waived by each member entitled to
notice. Such authorization or approval and such waiver
shall be filed with the Secretary of the Company.
ARTICLE IX
AMENDMENTS
AMENDMENTS BY SECTION 1. These By-Laws may be altered, amended, or
SHAREHOLDERS repealed by the shareholders at any annual meeting, or
at any at any special meeting called for that purpose,
by the affirmative vote of holders of record of a
majority of the shares of the stock represented at such
meeting entitled to vote thereon either in person or by
proxy.
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AMENDMENTS SECTION 2. These By-Laws may be altered, amended, or
BY DIRECTORS repealed at any regular or special meeting of the Board
of Directors by the vote of a majority of the total
number of Directors. Any By-Laws made by the Board of
Directors may be altered, amended, or repealed by the
shareholders at any annual meeting or at any special
meeting called for that purpose by the affirmative vote
of holders of record of a majority of the shares of the
stock represented at such meeting entitled to vote
thereon either in person or by proxy.
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CERTIFICATE
_________________________ hereby certifies that he is _________________________
of The Goodrich Corporation, a New York corporation, and that the foregoing is a
full, true, and correct copy of the By-Laws of said Company in full force and
effect as of this ___________ day of ___________________, _______.
-----------------------------------
Secretary
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