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Title: |
Bylaws |
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Date: |
2000 |
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$45 |
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#853570 |
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<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>BYLAWS
<TEXT>
<PAGE> EMERSON ELECTRIC CO. EXHIBIT 3(b)
BYLAWS
As Amended through October 11, 2000
EMERSON ELECTRIC CO.
BYLAWS
INDEX
ARTICLE I - OFFICES; DEFINITIONS PAGE
Section 1. Registered Office 1
Section 2. Other Offices 1
Section 3. Definitions 1
ARTICLE II - MEETINGS OF SHAREHOLDERS
Section 1. Place of Meetings 1
Section 2. Annual Meeting 1
Section 3. Special Meetings 2
Section 4. Notice of Meetings 3
Section 5. List of Shareholders Entitled to Vote 3
Section 6. Quorum 4
Section 7. Requisite Vote 5
Section 8. Voting 5
Section 9. Notice of Shareholder Business at Annual
Meetings 5
ARTICLE III - DIRECTORS
Section 1. Number; Classification; Nominations;
Election; Term of Office 8
Section 2. Filling of Vacancies 11
Section 3. Qualifications 11
Section 4. Removal 12
Section 5. General Powers 13
Section 6. Place of Meetings 13
Section 7. Regular Annual Meeting 13
Section 8. Additional Regular Meetings 14
Section 9. Special Meetings 14
Section 10. Place of Meetings 15
Section 11. Notices 15
Section 12. Quorum 15
Section 13. Compensation of Directors 16
Section 14. Executive Committee 16
Section 15. Finance Committee 16
Section 16. Other Committees of the Board 17
Section 17. Committees - General Rules 17
Section 18. Director Emeritus and Advisory Directors 18
ARTICLE IV - NOTICES
Section 1. Service of Notice 19
Section 2. Waiver of Notices 19
<PAGE>
ARTICLE V - OFFICERS
Section 1. Titles 20
Section 2. Election 20
Section 3. Term 21
Section 4. Chairman of the Board 21
Section 5. Chief Executive Officer 22
Section 6. President 22
Section 7. Vice Chairmen of the Board 23
Section 8. Vice Presidents 23
Section 9. Secretary and Assistant Secretaries 24
Section 10. Treasurer and Assistant Treasurers 24
Section 11. Controller and Assistant Controllers 25
Section 12. Appointed Officers 26
ARTICLE VI - CERTIFICATES OF SHARES
Section 1. Certificates 26
Section 2. Signatures on Certificates 27
Section 3. Transfer Agents and Registrars;
Facsimile Signatures 27
Section 4. Lost Certificates 28
Section 5. Transfer of Shares 28
Section 6. Registered Shareholders 28
Section 7. Interested Shareholders 29
ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS
Section 1. Actions Involving Directors, Officers
or Employees 29
Section 2. Actions Involving Agents 30
Section 3. Determination of Right to Indemnification
in Certain Instances 31
Section 4. Advance Payment of Expenses 32
Section 5. Successful Defense 32
Section 6. Not Exclusive Right 33
Section 7. Insurance 34
Section 8. Subsidiaries of Corporation 34
Section 9. Spousal Indemnification 36
ARTICLE VIII - GENERAL PROVISIONS
Section 1. Dividends 36
Section 2. Checks 36
Section 3. Fiscal Year 37
Section 4. Seal 37
Section 5. Closing of Transfer Books and Fixing of
Record Dates 37
ARTICLE IX - AMENDMENTS
Section 1. 38
<PAGE>
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
-1-
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.
Section 3. Special Meetings.
(a) Unless otherwise limited by statute or by the
<PAGE>
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
-2-
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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