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Title:

Bylaws

Entities:

Emerson Electric Co.

Date:

2001

Size:

Preview shows 12KB of 57KB total

Price:

$36

ID:

#853564

► Corporate ► Bus. Formation ► Bylaws
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EMERSON ELECTRIC CO.

BYLAWS

As Amended through November 6, 2001

EMERSON ELECTRIC CO.

BYLAWS

INDEX

ARTICLE I - OFFICES; DEFINITIONS				PAGE
	Section Section Section	1. 2. 3.	Registered Office Other Offices Definitions	1 1 1
ARTICLE II - MEETINGS OF SHAREHOLDERS
	Section Section Section Section Section Section Section Section Section	1. 2. 3. 4. 5. 6. 7. 8. 9.	Place of Meetings Annual Meeting Special Meetings Notice of Meetings List of Shareholders Entitled to Vote Quorum Requisite Vote Voting Notice of Shareholder Business at Annual Meetings	1 1 2 3 3 4 5 5 5
ARTICLE III - DIRECTORS
	Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section	1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18.	Number; Classification; Nominations; Election; Term of Office Filling of Vacancies Qualifications Removal General Powers Place of Meetings Regular Annual Meeting Additional Regular Meetings Special Meetings Place of Meetings Notices Quorum Compensation of Directors Executive Committee Finance Committee Other Committees of the Board Committees - General Rules Director Emeritus and Advisory Directors	8 11 11 12 13 13 13 14 14 15 15 15 16 16 16 17 17 18
ARTICLE IV - NOTICES
	Section Section	1. 2.	Service of Notice Waiver of Notices	19 19
ARTICLE V - OFFICERS
	Section Section Section Section Section Section Section Section Section Section Section Section	1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12.	Titles Election Term Chairmen of the Board Chief Executive Officer President Vice Chairmen of the Board Vice Presidents Secretary and Assistant Secretaries Treasurer and Assistant Treasurers Controller and Assistant Controllers Appointed Officers	20 20 21 21 22 22 23 23 24 24 25 26
ARTICLE VI - CERTIFICATES OF SHARES
	Section Section Section Section Section Section Section	1. 2. 3. 4. 5. 6. 7.	Certificates Signatures of Certificates Transfer Agents and Registrars; Facsimile Signatures Lost Certificates Transfer of Shares Registered Shareholders Interested Shareholders	26 27 27 28 28 28 29
ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
	Section Section Section Section Section Section Section Section Section	1. 2. 3. 4. 5. 6. 7. 8. 9.	Actions Involving Directors, Officers or Employees Actions Involving Agents Determination of Right to Indemnification in Certain Instances Advance Payment of Expenses Successful Defense Not Exclusive Right Insurance Subsidiaries of Corporation Spousal Indemnification	29 30 31 32 32 33 34 34 36
ARTICLE VIII - GENERAL PROVISIONS
	Section Section Section Section Section	1. 2. 3. 4. 5.	Dividends Checks Fiscal Year Seal Closing of Transfer Books and Fixing of Record Dates	36 36 37 37 37
ARTICLE IX - AMENDMENTS
	Section	1.		38

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").

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meeting. All meetings of the shareholders shall be held at such place within or without the State of Missouri as may be, from time to time, fixed or determined by the Board.

Section 2. Annual Meeting. The annual meeting of the shareholders shall be held on the first Tuesday in February of each year if not a legal holiday, or, if a legal holiday, then on the next business day following, at such hour as may be specified in the notice of the meeting; provided, however, that the day fixed for such meeting in any year may be changed by resolution of the Board to such other day not a legal holiday as the Board may deem desirable or appropriate. At the annual meeting the shareholders shall elect Directors in accordance with Article 5 of the Articles of Incorporation and Article III of these Bylaws, and shall transact such other business as may properly be brought before the meeting. If no other place for the annual meeting is determined by the Board of Directors and specified in the notice of such meeting, the annual meeting shall be held at the principal offices of the Corporation at 8000 West Florissant Avenue, St. Louis, Missouri.

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Section 3. Special Meetings.

(a) Unless otherwise limited by statute or by the Articles, special meetings of the shareholders, for any purpose or purposes, may be called at any time by the Chairman of the Board, the Chief Executive Officer, or a majority of the Board.

(b) A special meeting may also be called by the holders of not less than 85% of all of the outstanding shares entitled to vote at such meeting, upon written request delivered to the Secretary of the Corporation. Such request shall state the purpose or purposes of the proposed meeting. Upon receipt of any such request, it shall be the duty of the Secretary to call a special meeting of the shareholders to be held at any time, not less than ten (10) nor more than seventy (70) days thereafter, as the Secretary may fix. If the Secretary shall neglect to issue such call, the person or persons making the request may issue the call.

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