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Title: |
Bylaws |
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Entities: |
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Date: |
2003 |
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Size: |
43KB total |
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Price: |
$42 |
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ID: |
#313618 |
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| BYLAWS OF |
| LOWE'S COMPANIES, INC. |
| As Amended and Restated September 11, 2003 |
| INDEX |
|
ARTICLE I. OFFICES |
|
1 | |
|
ARTICLE II. SHAREHOLDERS |
1 | ||
|
|
SECTION 1. |
ANNUAL MEETING |
1 |
| SECTION 2. |
SPECIAL MEETING |
1 | |
| SECTION 3. | PLACE OF MEETING | 1 | |
| SECTION 4. | NOTICE OF MEETING | 2 | |
| SECTION 5. | CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE | 2 | |
| SECTION 6. | VOTING LISTS | 2 | |
| SECTION 7. | QUORUM | 3 | |
| SECTION 8. | PROXIES; ELECTRONIC AUTHORIZATION | 3 | |
| SECTION 9. | VOTING OF SHARES | 4 | |
| SECTION 10. | CONDUCT OF MEETINGS | 4 | |
| ARTICLE III. BOARD OF DIRECTORS | 5 | ||
|
SECTION 1. |
GENERAL POWERS | 5 | |
| SECTION 2. | NUMBER, TENURE AND QUALIFICATIONS | 5 | |
| SECTION 3. | FOUNDING DIRECTOR | 5 | |
| SECTION 4. | QUARTERLY MEETINGS | 5 | |
| SECTION 5. | SPECIAL MEETINGS | 6 | |
| SECTION 6. | NOTICE | 6 | |
| SECTION 7. | QUORUM | 6 | |
| SECTION 8. | MANNER OF ACTING | 6 | |
| SECTION 9. | VACANCIES | 6 | |
| SECTION 10. | COMPENSATION | 6 | |
| SECTION 11. | PRESUMPTION OF ASSENT | 6 | |
| SECTION 12. | ACTION WITHOUT MEETING | 7 | |
| SECTION 13. | INFORMAL ACTION BY DIRECTORS | 7 | |
| SECTION 14. | COMMITTEES GENERALLY | 7 | |
| SECTION 15. | EXECUTIVE COMMITTEE | 7 | |
| SECTION 16. | AUDIT COMMITTEE | 8 | |
| SECTION 17. | COMPENSATION COMMITTEE | 8 | |
| SECTION 18. | GOVERNANCE COMMITTEE | 8 | |
| SECTION 19. | GOVERNMENT/LEGAL AFFAIRS COMMITTEE | 8 | |
| SECTION 20. | SALARY ADMINISTRATION; DIRECTORS COMPENSATION | 9 | |
| ARTICLE IV. INDEMNIFICATION | 9 | ||
|
SECTION 1. |
INDEMNIFICATION | 9 | |
| SECTION 2. | LIMITATION ON INDEMNIFICATION | 9 | |
| SECTION 3. | BOARD DETERMINATION | 9 | |
| SECTION 4. | RELIANCE | 9 | |
| SECTION 5. | AGENTS AND EMPLOYEES | 10 | |
| SECTION 6. | EXPENSES | 10 | |
| SECTION 7. | INSURANCE | 10 | |
| ARTICLE V. OFFICERS | 10 | ||
|
SECTION 1. |
TITLES | 10 | |
| SECTION 2. | ELECTION AND TERM OF OFFICE | 10 | |
| SECTION 3. | REMOVAL | 10 | |
| SECTION 4. | CHAIRMAN OF THE BOARD OF DIRECTORS | 11 | |
| SECTION 5. | VICE CHAIRMAN OF THE BOARD OF DIRECTORS | 11 | |
| SECTION 6. | PRESIDENT | 11 | |
| SECTION 7. | VICE PRESIDENTS | 11 | |
| SECTION 8. | SECRETARY | 11 | |
| SECTION 9. | TREASURER | 11 | |
| SECTION 10. | CONTROLLER | 11 | |
| ARTICLE VI. DEPARTMENTAL DESIGNATIONS | 11 | ||
| SECTION 1. | DEPARTMENTAL DESIGNATIONS | 11 | |
| ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER | 12 | ||
| SECTION 1. | CERTIFICATES FOR SHARES; NON-CERTIFICATED SHARES | 12 | |
| SECTION 2. | TRANSFER OF SHARES | 12 | |
| SECTION 3. | LOST CERTIFICATES | 13 | |
| ARTICLE VIII. FISCAL YEAR | 13 | ||
| ARTICLE IX. DIVIDENDS | 13 | ||
| ARTICLE X. SEAL | 13 | ||
| ARTICLE XI. WAIVER OF NOTICE | 14 | ||
| ARTICLE XII. AMENDMENTS | 14 | ||
|
BYLAWS OF |
|
|
|
LOWE'S COMPANIES, INC. |
|
As Amended and Restated September 11, 2003 |
ARTICLE I. OFFICES
The principal office of the corporation in the State of North Carolina shall be located in the County of Wilkes. The registered office of the corporation,
required by law to be continuously maintained in the State of North Carolina, may be, but need not be, identical with the principal office and shall be
maintained at that location identified as the address of the business office of the registered agent with the North Carolina Secretary of State. The
corporation may have such other offices either within or without the State of North Carolina, as the Board of Directors may designate or the business of
the corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held on the last Friday in the month of May in each year, at an hour
to be designated by the Chairman of the Board, for the purpose of electing directors and for the transaction of such other business as may come before the
meeting. The meeting shall be held on the following business day at the same time in the event the last Friday in May shall be a legal holiday. If the annual
meeting shall not be held on the day designated by this Section 1, a substitute annual meeting shall be called in accordance with the provisions of Section 2
of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.
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