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Title: |
Bylaws |
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Date: |
2001 |
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Preview shows 9KB of 45KB total |
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$40 |
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ID: |
#313662 |
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BYLAWS OF
LOWE'S COMPANIES, INC.
As Amended and Restated February 1, 2001
INDEX
ARTICLE I. OFFICES 1
ARTICLE II. SHAREHOLDERS 1
SECTION 1. ANNUAL MEETING 1
SECTION 2. SPECIAL MEETINGS 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 CHAIRMEN 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
{PAGE} -1-
BYLAWS
OF
LOWE'S COMPANIES, INC.
As Amended and Restated February 1, 2001
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.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders
for any purpose or purposes may be called by the Chairman of the Board or
by a majority of the Board of Directors.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate
any place, either within or without the State of North Carolina, as the
place of meeting for any annual meeting or for any special meeting called
by the Board of Directors. In the event the directors do not designate
the place of meeting for either an annual or special meeting of the
shareholders, the Chairman of the Board may designate the place of
meeting. If the Chairman of the Board does not designate the place of
meeting, the meeting shall be held at the offices of the corporation in
North Wilkesboro, North Carolina.
{PAGE} -2-
SECTION 4. NOTICE OF MEETING. Written notice stating the place,
day, and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not
less than 10 nor more than 60 days before the day of the meeting, by
mail, by or at the direction of the Secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at
such meeting. Such notice, when mailed, shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the
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