Preview | Bylaws |

		Page
ARTICLE I. OFFICES
Section 1.1 Registered Office		1
Section 1.2 Other Offices		1

ARTICLE II. MEETINGS OF STOCKHOLDERS		1

Section 2.1 Place and Time of Meetings		1

Section 2.2 Special Meetings		1

Section 2.3 Place of Meetings		1

Section 2.4 Notice		2

Section 2.5 Stockholders List		2

Section 2.6 Quorum		2

Section 2.7 Adjourned Meetings		2

Section 2.8 Vote Required		2

Section 2.9 Voting Rights		3

Section 2.10 Proxies		3

Section 2.11 Action by Written Consent		3

ARTICLE III. DIRECTORS		3

Section 3.1 General Powers		3

Section 3.2 Number, Election and Term of Office		4

Section 3.3 Removal and Resignation		4

Section 3.4 Vacancies		4

Section 3.5 Annual Meetings		4

Section 3.6 Other Meetings and Notice		4

Section 3.7 Quorum, Required Vote and Adjournment		4

Section 3.8 Committees		4

Section 3.9 Committee Rules		5

Section 3.10 Communications Equipment		5

Section 3.11 Waiver of Notice and Presumption of Assent		5

Section 3.12 Action by Written Consent		5

ARTICLE IV. OFFICERS		6

Section 4.1 Number		6

Section 4.2 Election and Term of Office		6

Section 4.3 Removal		6

Section 4.4 Vacancies		6

Section 4.5 Compensation		6

Section 4.6 The Chairman of the Board and Chief Executive Officer		6

Section 4.7 The President and Chief Operating Officer		6

Section 4.8 Vice-Presidents		7

Section 4.9 The Secretary and Assistant Secretaries		7

Section 4.10 The Treasurer and Assistant Treasurer		7


Section 4.11 Other Officers, Assistant Officers and Agents		7

Section 4.12 Absence or Disability of Officers		8

ARTICLE V. INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS		8

Section 5.1 Indemnification for Successful Defense		8

Section 5.2 Other Indemnification.		8

Section 5.3 Written Request		9

Section 5.4 Nonduplication		9

Section 5.5 Determination of Right to Indemnification		9

Section 5.6 Advance of Expenses		11

Section 5.7 Nonexclusivity.		11

Section 5.8 CourtOrdered Indemnification		12

Section 5.9 Indemnification and Allowance of Expenses of Employees		12

Section 5.10 Insurance		13

Section 5.11 Securities Law Claims.		13

Section 5.12 Liberal Construction		13

Section 5.13 Contract Nature of Article V; Repeal or Limitation of Rights		13

Section 5.14 Definitions Applicable to this Article		14

Section 5.15 Coordination with Delaware Law		15

ARTICLE VI. CERTIFICATES OF STOCK		15

Section 6.1 Form		15

Section 6.2 Lost Certificates		16

Section 6.3 Fixing a Record Date for Stockholder Meetings		16

Section 6.4 Fixing a Record Date for Action by Written Consent		16

Section 6.5 Fixing a Record Date for Other Purposes		17

Section 6.6 Subscriptions for Stock		17

ARTICLE VII. GENERAL PROVISIONS		17

Section 7.1 Dividends		17

Section 7.2 Contracts		17

Section 7.3 Loans		17

Section 7.4 Fiscal Year		18

Section 7.5 Corporate Seal		18

Section 7.6 Voting Securities Owned By Corporation		18

Section 7.7 Inspection of Books and Records		18

Section 7.8 Section Headings		18

Section 7.9 Inconsistent Provisions		18

ARTICLE VIII. AMENDMENTS		18

Section 8.1 Express Amendment		18

Section 8.2 Implied Amendment		18

These By-laws are subject to, and governed by, the Certificate of Incorporation (herein so called, including all amendments thereto and statements and designations filed therewith) of S.C. Johnson Commercial Markets, Inc. and the statutes, regulations, common law, and other laws of the State of Delaware (law or laws) (including, without limitation, the General Corporation Law of the State of Delaware as currently in effect or hereafter amended). In the event of a conflict between the provisions of these By-laws and the mandatory provisions of the law or of the Certificate of Incorporation, such provisions of the law or the Articles of Incorporation, as the case may be, will be controlling.