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Title: |
Bylaws |
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Date: |
2005 |
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59KB total |
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Price: |
$46 |
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ID: |
#853512 |
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EMERSON ELECTRIC CO.
BYLAWS
As Amended through October 4, 2005
TABLE OF CONTENTS
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ARTICLE I OFFICES; DEFINITIONS |
1 |
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Section 1. Registered Office |
1 |
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Section 2. Other Offices |
1 |
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Section 3. Definitions |
1 |
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ARTICLE II MEETINGS OF SHAREHOLDERS |
1 |
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Section 1. Place of Meeting |
1 |
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Section 2. Annual Meeting |
1 |
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Section 3. Special Meetings |
1 |
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Section 4. Notice of Meetings |
2 |
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Section 5. List of Shareholders Entitled to Vote |
2 |
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Section 6. Quorum |
2 |
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Section 7. Requisite Vote |
2 |
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Section 8. Voting |
3 |
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Section 9. Notice of Shareholder Business at Annual Meetings |
3 |
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ARTICLE III DIRECTORS |
4 |
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Section 1. Number; Classification; Nominations; Election; Term of Office |
4 |
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Section 2. Filling of Vacancies |
5 |
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Section 3. Qualifications |
5 |
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Section 4. Removal |
5 |
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Section 5. General Powers |
5 |
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Section 6. Place of Meetings |
6 |
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Section 7. Regular Annual Meeting |
6 |
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Section 8. Additional Regular Meetings |
6 |
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Section 9. Special Meetings |
6 |
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Section 10. Place of Meetings |
6 |
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Section 11. Notices |
6 |
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Section 12. Quorum |
6 |
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Section 13. Compensation of Directors |
7 |
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Section 14. Executive Committee |
7 |
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Section 15. Finance Committee |
7 |
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Section 16. Other Committees of the Board |
7 |
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Section 17. Committees-General Rules |
7 |
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Section 18. Directors Emeritus and Advisory Directors |
7 |
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ARTICLE IV NOTICES |
8 |
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Section 1. Service of Notice |
8 |
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Section 2. Waiver of Notices |
8 |
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ARTICLE V OFFICERS |
8 |
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Section 1. Titles |
8 |
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Section 2. Election |
8 |
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Section 3. Term |
9 |
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Section 4. Chairman of the Board |
9 | |
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Section 5. President |
9 | |
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Section 6. Vice Chairmen of the Board |
9 | |
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Section 7. Vice Presidents |
9 | |
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Section 8. Secretary and Assistant Secretaries |
10 | |
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Section 9. Treasurer and Assistant Treasurers |
10 | |
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Section 10. Controller and Assistant Controllers |
10 | |
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Section 11. Appointed Officers |
10 | |
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ARTICLE VI SHARES |
10 |
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Section 1. Certificates of Shares and Uncertificated Shares |
10 |
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Section 2. Signatures on Certificates |
11 |
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Section 3. Transfer Agents and Registrars; Facsimile Signatures |
11 |
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Section 4. Lost Certificates |
11 |
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Section 5. Transfer of Shares |
11 |
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Section 6. Registered Shareholders |
12 |
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Section 7. Interested Shareholders |
12 |
ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS,
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EMPLOYEES |
12 |
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Section 1. Actions Involving Directors, Officers or Employees |
12 |
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Section 2. Actions Involving Agents |
13 |
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Section 3. Determination of Right to Indemnification in Certain Instance |
13 |
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Section 4. Advance Payment of Expenses |
13 |
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Section 5. Successful Defense |
14 |
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Section 6. Not Exclusive Right |
14 |
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Section 7. Insurance |
14 |
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Section 8. Subsidiaries of Corporation |
14 |
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Section 9. Spousal Indemnification |
15 |
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ARTICLE VIII GENERAL PROVISIONS |
15 |
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Section 1. Dividends |
15 |
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Section 2. Checks |
15 |
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Section 3. Fiscal Year |
15 |
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Section 4. Seal |
15 |
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Section 5. Closing of Transfer Books and Fixing of Record Dates |
15 |
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ARTICLE IX AMENDMENTS |
16 |
-ii-
EMERSON ELECTRIC CO.
* * * * *
BYLAWS
* * * * *
ARTICLE I
OFFICES; DEFINITIONS
Section 1. Registered Office. The registered office of Emerson Electric Co. (the Corporation) shall be located in the County of St. Louis, State of Missouri.
Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Missouri as the Board may, from time to time, determine or the business of the Corporation may require.
Section 3. Definitions. Unless the context otherwise requires, defined terms herein shall have the meaning ascribed thereto in the Articles of Incorporation (the Articles).
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