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Exhibit 3.2
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TEXTRON
INC.
(A DELAWARE CORPORATION)
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BY-LAWS
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As Amended Through May 26, 1999
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TABLE OF CONTENTS
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OFFICES
1.01. Registered Office............................................ 1
1.02. Other Offices................................................ 1
MEETINGS OF STOCKHOLDERS
2.01. Place of Meetings............................................ 1
2.02. Annual Meetings.............................................. 1
2.03. Special Meetings............................................. 4
2.04. Notice of Meetings........................................... 4
2.05. Quorum....................................................... 4
2.06. Organization................................................. 5
2.07. Voting....................................................... 5
2.08. Voting Procedures and Inspectors of Elections................ 6
2.09. List of Stockholders......................................... 7
BOARD OF DIRECTORS
3.01. General Powers............................................... 8
3.02. Number, Qualifications and Term of Office.................... 8
3.03. Nomination and Election of Directors......................... 8
3.04. Quorum and Manner of Acting.................................. 11
3.05. Offices, Place of Meeting and Records........................ 11
3.06. Annual Meeting............................................... 12
3.07. Regular Meetings............................................. 12
3.08. Special Meetings; Notice..................................... 12
3.09. Organization................................................. 13
3.10. Order of Business............................................ 13
3.11. Removal of Directors......................................... 13
3.12. Resignation.................................................. 13
3.13. Vacancies.................................................... 13
3.14. Compensation................................................. 14
COMMITTEES
4.01. Executive Committee.......................................... 14
4.02. Powers....................................................... 15
4.03. Procedure; Meetings; Quorum.................................. 15
4.04. Compensation................................................. 16
4.05. Other Board Committees....................................... 16
4.06. Alternates................................................... 16
4.07. Additional Committees........................................ 17
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ACTION BY CONSENT OR TELEPHONE
5.01. Consent of Directors......................................... 17
5.02. Telephone Meetings........................................... 17
OFFICERS
6.01. Number....................................................... 18
6.02. Election, Qualifications and Term of Office.................. 18
6.03. Other Officers............................................... 18
6.04. Removal...................................................... 19
6.05. Resignation.................................................. 19
6.06. Vacancies.................................................... 19
6.07. Chairman of the Board........................................ 19
6.08. Vice Chairman of the Board................................... 19
6.09. President.................................................... 20
6.10. Chief Executive Officer...................................... 20
6.11. Vice Presidents.............................................. 20
6.12. Treasurer.................................................... 20
6.13. Secretary.................................................... 21
6.14. Controller................................................... 21
6.15. Salaries..................................................... 22
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
7.01. Execution of Contracts....................................... 22
7.02. Loans........................................................ 23
7.03. Checks, Drafts, etc.......................................... 23
7.04. Deposits..................................................... 23
7.05. Proxies in Respect of Securities of Other Corporations....... 24
BOOKS AND RECORDS
8.01. Place........................................................ 25
8.02. Addresses of Stockholders.................................... 25
8.03. Record Dates................................................. 25
8.04. Audit of Books and Accounts.................................. 26
SHARES AND THEIR TRANSFER
9.01. Certificates of Stock........................................ 26
9.02. Record....................................................... 27
9.03. Transfer of Stock............................................ 27
9.04. Transfer Agent and Registrar; Regulations.................... 27
9.05. Lost, Destroyed or Mutilated Certificates.................... 27
SEAL................................................................. 28
FISCAL YEAR.......................................................... 28
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INDEMNIFICATION...................................................... 28
WAIVER OF NOTICE..................................................... 33
AMENDMENTS........................................................... 33
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TEXTRON INC.
(A DELAWARE CORPORATION)
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BY-LAWS
ARTICLE I.
OFFICES.
SECTION 1.01. Registered Office. The registered office of the Corporation in
the State of Delaware shall be at No. 0000 Xxxxxx Xxxxxx, Xxxx xx Xxxxxxxxxx,
Xxxxxx of New Castle. The name of the resident agent in charge thereof shall be
The Corporation Trust Company.
SECTION 1.02. Other Offices. The Corporation may also have an office or
offices in the City of Providence, State of Rhode Island, and at such other
place or places either within or without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation
require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS.
SECTION 2.01. Place of Meetings. All meetings of the stockholders of the
Corporation shall be held at such place either within or without the State of
Delaware as shall be fixed by the Board of Directors and specified in the
respective notices or waivers of notice of said meetings.
SECTION 2.02. Annual Meetings. (a) The annual meeting of the stockholders
for the election of directors and for the transaction of such other business as
properly may come before the meeting shall be held on such day, at such time and
in such place (either within or without the State of Delaware) as shall be fixed
by the Board of Directors. (b) If the election of directors shall not be held on
the day fixed by
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the Board of Directors for any annual meeting, or on the day of any adjourned
session thereof, the Board of Directors shall cause the election to be held at a
special meeting as soon thereafter as conveniently may be. At such special
meeting the stockholders may elect the directors and transact other business
with the same force and effect as at an annual meeting duly called and held. (c)
At any annual meeting, or special meeting held in lieu thereof, only such
business shall be conducted as shall have been brought before the meeting by or
at the direction of the Board of Directors or by any stockholder who complies
with the procedures set forth in this Section 2.02(c). Except as otherwise
provided by Section 3.03, by the Certificate of Incorporation or by law, the
only business which shall be conducted at any such meeting of the stockholders
shall (i) have been specified in the written notice of the meeting (or any
supplement thereto) given pursuant to Section 2.04, (ii) be brought before the
meeting at the direction of the Board of Directors or the chairman of the
meeting or (iii) have been specified in a timely written notice to the
Secretary, in accordance with all of the following requirements, by or on behalf
of any stockholder who shall have been a stockholder of record on the record
date for such meeting and who shall continue to be entitled to vote thereat. To
be timely in the case of an annual meeting, each such notice must be delivered
to, or be mailed and received at, the principal executive offices of the
Corporation not less than 90 days nor more than 120 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders,
provided, however, that in the event the annual meeting is called for a date
that is not within 30 days of such anniversary date, such notice must be so
delivered or so mailed and received, not later than the close of business on the
10th day following the day on which such notice of the annual meeting was mailed
or public disclosure of the date of annual meeting was first made, whichever
first occurs. To be timely in the case of a special meeting held in lieu of an
annual meeting,
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such notice must be delivered to or be mailed and received at, the principal
executive offices of the Corporation not later than the close of business on the
10th day following the day on which notice of the special meeting was mailed or
such public disclosure of the date of special meeting was first made, whichever
first occurs. In no event shall the public announcement of an adjournment of an
annual meeting, or a special meeting held in lieu thereof, commence a new period
for the giving of a stockholder's notice as described above. Such stockholder's
notice to the Secretary shall set forth: (i) a description of each item of
business proposed to be brought before the meeting; and the reasons for
conducting such business at the annual meeting; (ii) the name and address of the
stockholder proposing to bring such item of business before the meeting; (iii)
the class or series and number of shares of stock held of record, owned
beneficially and represented by proxy by such stockholder as of the record date
for the meeting (if such date shall then have been made publicly available) and
as of the date of such notice by the stockholder; (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business; (v) a representation that such stockholder intends to appear in person
or by proxy at the meeting to bring such business before the meeting; and (vi)
all other information which would be required to be included in a proxy
statement filed with the Securities and Exchange Commission if, with respect to
any such item of business, such stockholder were a participant in a solicitation
subject to Section 14 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder (collectively, the "Proxy Rules").
The chairman of the meeting may, if the facts warrant, determine that an item
of business was not brought before the meeting in accordance with the foregoing
procedure, and
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if he should so determine, he shall so declare to the meeting and that business
shall be disregarded.
SECTION 2.03. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by the chief executive officer
or by order of the Board of Directors. The business which may be transacted at a
special meeting is limited to that set forth in the notice of special meeting
and, if the notice so provides, such other matters as the chief executive
officer or the Board of Directors may bring before the meeting.
SECTION 2.04. Notice of Meetings. (a) Except as otherwise required by
statute, notice of each annual or special meeting of the stockholders shall be
given to each stockholder of record entitled to vote at such meeting not less
than ten days nor more than sixty days before the day on which the meeting is to
be held by delivering written notice thereof to him personally or by mailing
such notice, postage prepaid, addressed to him at his post-office address last
shown in the records of the Corporation or by transmitting notice thereof to him
at such address by telegraph, cable or any other available method. Every such
notice shall state the time and place of the meeting and, in case of a special
meeting, shall state briefly the purposes thereof. (b) Except as otherwise
required by statute, notice of any meeting of stockholders shall not be required
to be given to any stockholders who shall attend such meeting in person or by
proxy or who shall, in person or by attorney thereunto authorized, waive such
notice in writing or by telegraph, cable or any other available method either
before or after such meeting. Notice of any adjourned meeting of the
stockholders shall not be required to be given except when expressly required by
law.
SECTION 2.05. Quorum. (a) At each meeting of the stockholders, except where
otherwise provided by statute, the Certificate of Incorporation or these
By-Laws, the holders or record of a majority of the issued and outstanding
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shares of stock of the Corporation entitled to vote at such meeting, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business. (b) In the absence of a quorum a majority in interest of the
stockholders of the Corporation entitled to vote, present in person or
represented by proxy or, in the absence of all such stockholders, any officer
entitled to preside at, or act as secretary of, such meeting, shall have the
power to adjourn the meeting from time to time, until stockholders holding the
requisite amount of stock shall be present or represented. At any such adjourned
meeting at which a quorum shall be present any business may be transacted which
might have been transacted at the meeting as originally called.
SECTION 2.06. Organization. At each meeting of the stockholders the Chairman
of the Board or, in his absence, the President or, in the absence of the
Chairman of the Board and the President, the Vice Chairman of the Board or, in
the absence of the Chairman of the Board, the President and the Vice Chairman of
the Board, any Vice President or, in the absence of all such officers, a
chairman chosen by a majority vote of the stockholders entitled to vote thereat,
present in person or by proxy, shall act as chairman, and the Secretary or an
Assistant Secretary of the Corporation or, in the absence of the Secretary and
all Assistant Secretaries, a person whom the chairman of such meeting shall
appoint shall act as secretary of the meeting and keep the minutes thereof.
SECTION 2.07. Voting. (a) Except as otherwise provided by law or by the
Certificate of Incorporation or these By-Laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock of the Corporation registered in his name
on the books of the Corporation:
(i) on the date fixed pursuant to Section 8.03 of these By-Laws as the
record date for the determination of stockholders entitled to vote at such
meeting; or
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(ii) if no such record date shall have been fixed, then the record date
shall be at the close of business on the day next preceding the day on
which notice of such meeting is given.
(b) Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. In the case of stock held jointly by two or more executors,
administrators, guardians, conservators, trustees or other fiduciaries, such
fiduciaries may designate in writing one or more of their number to represent
such stock and vote the shares so held, unless there is a provision to the
contrary in the instrument, if any, defining their powers and duties. (c)
Persons whose stock is pledged shall be entitled to vote thereon until such
stock is transferred on the books of the Corporation to the pledgee, and
thereafter only the pledgee shall be entitled to vote. (d) Any stockholder
entitled to vote may do so in person or by his proxy appointed by an instrument
in writing subscribed by such stockholder or by his attorney thereunto
authorized, or by a telegram, cable or any other available method delivered to
the secretary of the meeting; provided, however, that no proxy shall be voted
after three years from its date, unless said proxy provides for a longer period.
(e) At all meetings of the stockholders, all matters (except where other
provision is made by law or by the Certificate of Incorporation or these
By-Laws) shall be decided by the vote of a majority in interest of the
stockholders entitled to vote thereon, present in person or by proxy, at such
meeting, a quorum being present.
SECTION 2.08. Voting Procedures and Inspectors of Elections. (a) The
Corporation shall, in advance of any meeting of stockholders, appoint one or
more inspectors to act at the meeting and make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the person presiding at the meeting shall appoint one
or more
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inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute the
duties of inspector with strict impartiality and according to the best of his
ability. (b) The inspectors shall (i) ascertain the number of shares outstanding
and the voting power of each, (ii) determine the shares represented at a meeting
and the validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v) certify their
determination of the number of shares represented at the meeting, and their
count of all votes and ballots. The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties of
the inspectors. (c) The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a meeting shall
be announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Delaware Court of Chancery upon application by a
stockholder shall determine otherwise.
SECTION 2.09. List of Stockholders. (a) It shall be the duty of the
Secretary or other officer of the Corporation who shall have charge of its stock
ledger to prepare and make, or cause to be prepared and made, at least ten days
before every meeting of the stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in the name of
stockholder. Such list shall be open during ordinary business hours to the
examination of any stockholder for any purpose germane to the meeting for a
period of at least ten days prior to the election, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting or, if not so specified, at the place where the meeting is
to be held. (b) Such list shall be produced and
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kept at the time and place of the meeting during the whole time thereof and may
be inspected by any stockholder who is present. (c) Upon the willful neglect or
refusal of the directors to produce such list at any meeting for the election of
directors they shall be ineligible for election to any office at such meeting.
(d) The stock ledger shall be conclusive evidence as to who are the stockholders
entitled to examine the stock ledger and the list of stockholders required by
this Section 2.09 on the books of the Corporation or to vote in person or by
proxy at any meeting of stockholders.
ARTICLE III.
BOARD OF DIRECTORS.
SECTION 3.01. General Powers. The business, property and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.
SECTION 3.02. Number, Qualifications and Term of Office. (a) The number of
directors of the Corporation which shall constitute the whole Board of Directors
shall be such number as from time to time shall be fixed by the Board of
Directors in accordance with the Certificate of Incorporation of the
Corporation. (b) No person shall be elected a director who has attained the age
of 72. (c) Each director shall hold office as set forth in the Certificate of
Incorporation of the Corporation.
SECTION 3.03. Nomination and Election of Directors.
Only persons who are nominated in accordance with the following procedures shall
be eligible for election as directors. Nominations of persons for election to
the Board of Directors at a meeting of the stockholders may be made at a meeting
of stockholders by or at the direction of the Board of Directors by any
nominating committee or person appointed by the Board or at an annual meeting or
special meeting held in lieu thereof, by any stockholder of the Corporation
entitled to vote for the election of directors at
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such meeting who complies with the notice procedures set forth in this
Section 3.03. Such nominations, other than those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary. To be timely, in the case of a nomination to be made at an annual
meeting, each such notice must be delivered to, or be mailed and received at,
the principal executive offices of the Corporation not less than 90 days nor
more than 120 days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event the annual
meeting is called for a date that is not within 30 days of such anniversary
date, such notice must be so delivered, or so mailed and received, not later
than the close of business on the 10th day following the day on which such
notice of the annual meeting was mailed or public disclosure of the date of
annual meeting was first made, whichever first occurs. To be timely in the case
of a nomination to be made at a special meeting held in lieu of an annual
meeting, such notice must be delivered to, or be mailed and received at, the
principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which notice of the special
meeting was mailed or public disclosure of the date of special meeting was first
made, whichever first occurs. In no event, shall the public announcement of an
adjournment of an annual meeting, or a special meeting held in lieu thereof,
commence a new period for the giving of a stockholder's notice as described
above. Such stockholder's notice to the Secretary shall set forth: (a) as to
each person whom the stockholder proposes to nominate for election or re-
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person, and (iv) any other
information relating to such person that would be required to be disclosed in a
proxy statement or
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other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to the Proxy Rules, and (b) as to the
stockholder giving the notice (i) the name and record address of stockholder,
(ii) the class or series and number of shares of capital stock of the
Corporation held of record, owned beneficially and represented by proxy by such
stockholder as of the record date for the meeting (if such date shall then have
been made publicly available) and as of the date of such notice by the
stockholder, (iii) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice, (iv) a description of all arrangements or understandings between
such stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by such stockholder, and (v) such other information regarding such
stockholder that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitation of proxies for
election of directors pursuant to the Proxy Rules. Such notice must be
accompanied by the written consent of each proposed nominee to being named as a
nominee and to serve as a director of the Corporation if so elected. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation. No person shall
be eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein.
The chairman of the meeting may, if the facts warrant, determine that a
nomination was not made in accordance with the foregoing procedures, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. At each meeting of the stockholders for the
election of directors at which a quorum is present, the persons, not exceeding
the authorized number
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of directors as fixed by the Board of Directors in accordance with the
Certificate of Incorporation, receiving the greatest number of votes of the
stockholders entitled to vote thereon, present in person or by proxy, shall be
the directors for the term as set forth in the Certificate of Incorporation.
SECTION 3.04. Quorum and Manner of Acting. (a) Except as otherwise provided
by statute or by the Certificate of Incorporation, a majority of the directors
at the time in office shall constitute a quorum for the transaction of business
at any meeting and the affirmative action of a majority of the directors present
at any meeting at which a quorum is present shall be required for the taking of
any action by the Board of Directors. (b) In the event the Secretary is informed
that one or more directors will be out of the continental limits of the United
States at the date of any regular or special meeting of the Board, or if one or
more of the directors shall be disqualified to vote at such meeting, then the
required quorum shall be reduced by one for each such director so absent or
disqualified; provided, however, that in no event shall the quorum as adjusted
be less than one third of the total number of directors. (c) In the absence of a
quorum at any meeting of the Board such meeting need not be held, or a majority
of the directors present thereat or, if no director be present, the Secretary
may adjourn such meeting from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given.
SECTION 3.05. Offices, Place of Meeting and Records. The Board of Directors
may hold meetings, have an office or offices and keep the books and records of
the Corporation at such place or places within or without the State of Delaware
as the Board may from time to time determine. The place of meeting shall be
specified or fixed in the respective notices or waivers of notice thereof,
except where otherwise provided by statute, by the Certificate of Incorporation
or these By-Laws.
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SECTION 3.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable following each annual election of directors.
Such meeting shall be called and held at the place and time specified in the
notice or waiver of notice thereof as in the case of a special meeting of the
Board of Directors.
SECTION 3.07. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such places and at such times as the Board shall from time to
time by resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be held at said place at the
same hour on the next succeeding business day. Notice of regular meetings need
not be given.
SECTION 3.08. Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or the
President or by any two of the directors. Notice of each such meeting shall be
mailed to each director, addressed to him at his residence or usual place of
business, at least three days before the day on which the meeting is to be held,
or shall be sent to him at his residence or at such place of business by
telegraph, cable or other available means, or shall be delivered personally or
by telephone, not later than two days (or such shorter period as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances) before the day on which the meeting is to be held. Each such
notice shall state the time and place of the meeting but need not state the
purposes thereof except as otherwise herein expressly provided. Notice of any
such meeting need not be given to any director, however, if waived by him in
writing or by telegraph, cable or otherwise, whether before or after such
meeting shall be held, or if he shall be present at such meeting.
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SECTION 3.09. Organization. At each meeting of the Board of Directors the
Chairman of the Board or, in his absence, the President or, in the absence of
each of them, the Vice Chairman of the Board or, in the absence of all such
officers, a director chosen by a majority of the directors present shall act as
chairman. The Secretary or, in his absence an Assistant Secretary or, in the
absence of the Secretary and all Assistant Secretaries, a person whom the
chairman of such meeting shall appoint shall act as secretary of such meeting
and keep the minutes thereof.
SECTION 3.10. Order of Business. At all meetings of the Board of Directors
business shall be transacted in the order determined by the Board.
SECTION 3.11. Removal of Directors. Except as otherwise provided in the
Certificate of Incorporation or in these By-Laws, any director may be removed,
with cause, at any time, by the affirmative vote of the holders of record of a
majority of the issued and outstanding stock entitled to vote for the election
of directors of the Corporation given at a special meeting of the stockholders
called and held for the purpose; and the vacancy in the Board caused by any such
removal may be filled by the Board in the manner provided in the Certificate of
Incorporation.
SECTION 3.12. Resignation. Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors, to
the Chairman of the Board, the Vice Chairman of the Board, the President, any
Vice President or the Secretary of the Corporation. Such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 3.13. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, removal, disqualification, an increase in the number of
directors, or any other
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cause may be filled by the remaining directors then in office as set forth in
the Certificate of Incorporation. Each director so elected shall hold office as
set forth in the Certificate of Incorporation.
SECTION 3.14. Compensation. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at directors' meetings, or both, as the Board of
Directors shall from time to time determine, together with reimbursement for the
reasonable expenses incurred by him in connection with the performance of his
duties; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation or its subsidiaries in any other
capacity and receiving proper compensation therefor.
ARTICLE IV.
COMMITTEES.
SECTION 4.01. Executive Committee. The Board of Directors shall, by
resolution or resolutions passed by a majority of the whole Board, appoint an
Executive Committee to consist of not less than three nor more than eight
members of the Board of Directors, including the Chairman of the Board, the Vice
Chairman of the Board and the President, and shall designate one of the members
as its chairman. Notwithstanding any limitation on the size of the Executive
Committee, the Committee may invite members of the Board to attend its meetings.
In such case such invitees shall be entitled to vote on matters considered at
such meetings and shall receive such fee, if any, as shall be fixed by the Board
of Directors for such attendance.
Each member of the Executive Committee shall hold office, so long as he shall
remain a director, until the first meeting of the Board of Directors held after
the next annual election of directors and until his successor is duly ap-
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pointed and qualified. The chairman of the Executive Committee or, in his
absence, the Chairman of the Board or a member of the Committee chosen by a
majority of the members present shall preside at meetings of the Executive
Committee and the Secretary or an Assistant Secretary of the Corporation, or
such other person as the Executive Committee shall from time to time determine,
shall act as secretary of the Executive Committee.
The Board of Directors, by action of the majority of the whole Board, shall
fill vacancies in the Executive Committee.
SECTION 4.02. Powers. During the intervals between the meetings of the Board
of Directors, the Executive Committee shall have and may exercise all the powers
of the Board of Directors in all cases in which specific directions shall not
have been given by the Board of Directors; but neither the Executive Committee
nor any other committee created under these By-Laws shall have the power or
authority to amend the Certificate of Incorporation, adopt an agreement of
merger or consolidation, recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommend to the stockholders a dissolution of the Corporation or a revocation
of a dissolution, or amend the By-Laws of the Corporation; and, unless the
resolution, By-Laws, or Certificate of Incorporation expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
SECTION 4.03. Procedure; Meetings; Quorum. The Executive Committee shall fix
its own rules of procedure subject to the approval of the Board of Directors,
and shall meet at such times and at such place or places as may be provided by
such rules. At every meeting of the Executive Committee the presence of a
majority of all the members shall be necessary to constitute a quorum and the
affirmative vote of a majority of the members present shall be necessary for the
adoption by it of any resolution. In the absence of a
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quorum at any meeting of the Executive Committee such meeting need not be held,
or a majority of the members present thereat or, if no members be present, the
secretary of the meeting may adjourn such meeting from time to time until a
quorum be present.
SECTION 4.04. Compensation. Each member of the Executive Committee shall be
entitled to receive from the Corporation such fee, if any, as shall be fixed by
the Board of Directors, together with reimbursement for the reasonable expenses
incurred by him in connection with the performance of his duties.
SECTION 4.05. Other Board Committees. The Board of Directors may from time
to time, by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive Committee, each committee to
consist of two or more of the directors of the Corporation. Any such committee,
to the extent provided in the resolution or in the By-Laws of the Corporation,
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation.
A majority of all the members of any such committee may determine its action
and fix the time and place of its meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power to change the members
of any committee at any time, to fill vacancies and to discharge any such
committee, either with or without cause, at any time.
SECTION 4.06. Alternates. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more directors as alternate
members of any committee who may replace any absent or disqualified member at
any meeting of the committee; provided, however, that in the absence of any such
designation of alternates the member or members of any committee present at any
meeting and not disqualified from acting, whether or not he or
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they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any absent or disqualified member.
SECTION 4.07. Additional Committees. The Board of Directors may from time to
time create such additional committees of directors, officers, employees or
other persons designated by it (or any combination of such persons) for the
purpose of advising with the Board, the Executive Committee and the officers and
employees of the Corporation in all such matters as the Board shall deem
advisable and with such functions and duties as the Board shall by resolutions
prescribe.
A majority of all the members of any such committee may determine its action
and fix the time and place of its meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power to change the members
of any committee at any time, to fill vacancies and to discharge any such
committee, either with or without cause, at any time.
ARTICLE V.
ACTION BY CONSENT OR TELEPHONE.
SECTION 5.01. Consent of Directors. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if prior to such action a written consent thereto is
signed by all members of the Board or of such committee, as the case may be, and
such written consent is filed with the minutes of the proceedings of the Board
or such committee.
SECTION 5.02. Telephone Meetings. Members of the Board of Directors or any
committee designated by the Board of Directors may participate in a meeting of
such Board or Committee by means of conference telephone or
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similar communications equipment by means of which all persons participating in
the meeting can hear each other.
ARTICLE VI.
OFFICERS.
SECTION 6.01. Number. The principal officers of the Corporation shall be a
Chairman of the Board, a Vice Chairman of the Board, a President, one or more
Vice Presidents (the number thereof and variations in title to be determined by
the Board of Directors), a Treasurer and a Secretary. In addition, there may be
such other or subordinate officers, agents and employees as may be appointed in
accordance with the provisions of Section 6.03. Any two or more offices, except
those of President and Secretary, may be held by the same person.
SECTION 6.02 Election, Qualifications and Term of Office. Each officer of
the Corporation, except such officers as may be appointed in accordance with the
provisions of Section 6.03, shall be elected annually by the Board of Directors
and shall hold office until his successor shall have been duly elected and
qualified, or until his death, or until he shall have resigned or shall have
been removed in the manner herein provided. The Chairman of the Board, the Vice
Chairman of the Board and the President shall be and remain directors.
SECTION 6.03. Other Officers. The Corporation may have such other officers,
agents, and employees as the Board of Directors may deem necessary including a
Controller, one or more Assistant Controllers, one or more Assistant Treasurers
and one or more Assistant Secretaries, each of whom shall hold office for such
period, have such authority, and perform such duties as the Board of Directors,
the Chairman of the Board or the President may from time to time determine. The
Board of Directors may delegate to any
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principal officer the power to appoint or remove any such subordinate officers,
agents or employees.
SECTION 6.04. Removal. Any officer may be removed, either with or without
cause, by the vote of a majority of the whole Board of Directors or, except in
case of any officer elected by the Board of Directors, by any committee or
officer upon whom the power of removal may be conferred by the Board of
Directors.
SECTION 6.05. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors, the Chairman of the Board or the
President. Any such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 6.06. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws for
regular election or appointment to such office.
SECTION 6.07. Chairman of the Board. The Chairman of the Board shall, when
present, preside at all meetings of the Board of Directors and at all meetings
of the stockholders and shall have such additional powers and shall perform such
further duties as may from time to time be assigned to him by the Board of
Directors, the Executive Committee or the chief executive officer of the
Corporation.
SECTION 6.08. Vice Chairman of the Board. The Vice Chairman of the Board
shall, in the absence of the Chairman of the Board and the President, preside at
all meetings of the Board of Directors and at all meetings of the stockholders
and shall have such powers and shall perform such further duties as may from
time to time be assigned to him by the Board of Directors, the Executive
Committee or the chief executive officer of the Corporation.
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SECTION 6.09. President. The President shall have general direction of the
operations of the Corporation, subject to the control of the Board of Directors,
the Executive Committee or the chief executive officer of the Corporation. He
shall, in the absence of the Chairman of the Board, preside at all meetings of
the Board of Directors and at all meetings of the stockholders and shall have
such additional powers and shall perform such further duties as may from time to
time be assigned to him by the Board of Directors, the Executive Committee or
the chief executive officer of the Corporation.
SECTION 6.10 Chief Executive Officer. The Board of Directors shall designate
either the Chairman of the Board or the President as the chief executive officer
of the Corporation. The chief executive officer shall have direct charge of the
business and affairs of the Corporation.
SECTION 6.11. Vice Presidents. Each Vice President shall have such powers
and perform such duties as the Board of Directors or the Executive Committee may
from time to time prescribe or as shall be assigned to him by the Chairman of
the Board or the President.
SECTION 6.12. Treasurer. The Treasurer shall have charge and custody of, and
be responsible for, all funds and securities of the Corporation, and shall
deposit all such funds to the credit of the Corporation in such banks, trust
companies or other depositaries as shall be selected in accordance with the
provisions of these By-Laws; he shall disburse the funds of the Corporation as
may be ordered by the Board of Directors or the Executive Committee, making
proper vouchers for such disbursements, and shall render to the Board of
Directors or the stockholders, whenever the Board may require him so to do, a
statement of all his transactions as Treasurer or the financial condition of the
Corporation; and, in general, he shall perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of
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Directors, any Committee of the Board designated by it so to act or the Chairman
of the Board or the President.
SECTION 6.13. Secretary. The Secretary shall record or cause to be recorded
in books provided for the purpose the minutes of the meetings of the
stockholders, the Board of Directors, and all committees of which a secretary
shall not have been appointed; shall see that all notices are duly given in
accordance with the provisions of these By-Laws and as required by law; shall be
custodian of all corporate records (other than financial) and of the seal of the
Corporation and see that the seal is affixed to all documents the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; shall keep, or cause to be
kept, the list of stockholders as required by Section 2.09, which includes the
post-office addresses of the stockholders and the number of shares held by them,
respectively, and shall make or cause to be made, all proper changes therein,
shall see that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and filed; and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may from time to time be assigned to him by the Board of
Directors, the Executive Committee or the Chairman of the Board or the
President.
SECTION 6.14. Controller. The Controller shall be in charge of the books and
records of account of the Corporation and of its statistical records. He shall
keep or cause to be kept at such office or offices as the Board of Directors may
from time to time designate complete and accurate accounts of all assets,
liabilities, receipts, disbursements and other transactions of the Corporation;
shall cause regular audits of such books and records to be made; shall be
responsible for the preparation and filing of all reports and actions related to
or based upon the books and records of the Corporation; shall render financial
statements at the annual meeting of stockholders, if called upon so to do, or at
the
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request of any director or the Board of Directors; shall render to the Board of
Directors such statistical reports and analyses as the Board from time to time
may require; and, in general, shall perform all the duties incident to the
office of Controller and such other duties as from time to time may be assigned
to him by the Board of Directors, the Executive Committee or the Chairman of the
Board or the President.
SECTION 6.15. Salaries. The salaries of the principal officers of the
Corporation shall be fixed from time to time by the Board of Directors, and none
of such officers shall be prevented from receiving a salary by reason of the
fact that he is also a director of the Corporation.
ARTICLE VII.
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 7.01. Execution of Contracts. Unless the Board of Directors or the
Executive Committee shall otherwise determine, the Chairman of the Board, the
Vice Chairman of the Board, the President, any Vice President or the Treasurer
and the Secretary or any Assistant Secretary may enter into any contract or
execute any contract or other instrument, the execution of which is not
otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, or any committee designated thereby with
power so to act, except as otherwise provided in these By-Laws, may authorize
any other or additional officer or officers or agent or agents of the
Corporation to enter into any contract or execute and deliver any instrument in
the name and on behalf of the Corporation, and such authority may be general or
confined to specific instances. Unless authorized so to do by these By-Laws or
by the Board of Directors or by any such committee, no officer, agent or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its
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credit or to render it liable pecuniarily for any purpose or to any amount.
SECTION 7.02. Loans. No loan shall be contracted on behalf of the
Corporation, and no evidence of indebtedness shall be issued, endorsed or
accepted in its name, unless authorized by the Board of Directors or Executive
Committee or other committee designated by the Board so to act. Such authority
may be general or confined to specific instances. When so authorized, the
officer or officers thereunto authorized may effect loans and advances at any
time for the Corporation from any bank, trust company or other institution, or
from any firm, corporation or individual, and for such loans and advances may
make, execute and deliver promissory notes or other evidences of indebtedness of
the Corporation, and, when authorized as aforesaid, as security for the payment
of any and all loans, advances, indebtedness and liabilities of the Corporation,
may mortgage, pledge, hypothecate or transfer any real or personal property at
any time owned or held by the Corporation, and to that end execute instruments
of mortgage or pledge or otherwise transfer such property.
SECTION 7.03. Checks, Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations, notes, or other evidence of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by such officer or officers, agent
or agents, attorney or attorneys, employee or employees, of the Corporation as
shall from time to time be determined by resolution of the Board of Directors or
Executive Committee or other committee designated by the Board so to act.
SECTION 7.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors or
Executive Committee or other committee designated by the
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Board so to act may from time to time designate, or as may be designated by any
officer or officers or agent or agents of the Corporation to whom such power may
be delegated by the Board of Directors or Executive Committee or other committee
designated by the Board so to act and, for the purpose of such deposit and for
the purposes of collection for the account of the Corporation, all checks,
drafts, and other orders for the payment of money which are payable to the order
of the Corporation may be endorsed, assigned and delivered by any officer, agent
or employee of the Corporation or in such other manner as may from time to time
be designated or determined by resolution of the Board of Directors or Executive
Committee or other committee designated by the Board so to act.
SECTION 7.05. Proxies in Respect of Securities of Other Corporations. Unless
otherwise provided by resolution adopted by the Board of Directors or the
Executive Committee or other committee so designated to act by the Board, the
Chairman of the Board or the Vice Chairman of the Board or the President or any
Vice President may from time to time appoint an attorney or attorneys or agent
or agents of the Corporation, in the name and on behalf of the Corporation, to
cast the votes which the Corporation may be entitled to cast as the holder of
stock or other securities in any other corporation, association or trust any of
whose stock or other securities may be held by the Corporation, at meetings of
the holders of the stock or other securities of such other corporation,
association or trust, or to consent in writing, in the name of the Corporation
as such holder, to any action by such other corporation, association or trust,
and may instruct the person or persons so appointed as to the manner of casting
such votes or giving such consent, and may execute or cause to be executed in
the name and on behalf of the Corporation and under its corporate seal, or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.
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ARTICLE VIII.
BOOKS AND RECORDS.
SECTION 8.01. Place. The books and records of the Corporation may be kept at
such places within or without the State of Delaware as the Board of Directors
may from time to time determine. The stock record books and the blank stock
certificate books shall be kept by the Secretary or by any other officer or
agent designated by the Board of Directors.
SECTION 8.02. Addresses of Stockholders. Each stockholder shall furnish to
the Secretary of the Corporation or to the transfer agent of the Corporation an
address at which notices of meetings and all other corporate notices may be
served upon or mailed to him, and if any stockholder shall fail to designate
such address, corporate notices may be served upon him by mail, postage prepaid,
to him at his post-office address last known to the Secretary or to the transfer
agent of the Corporation or by transmitting a notice thereof to him at such
address by telegraph, cable or other available method.
SECTION 8.03. Record Dates. The Board of Directors may fix in advance a
date, not exceeding sixty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock of the Corporation shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting or
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
change, conversion or exchange of capital stock of the Corporation, or to give
such consent, and in each such case such stockholders and only such stockholders
as shall be stockholders of record on the
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date so fixed shall be entitled to notice of, or to vote at, such meeting and
any adjournment thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights or to give such consent, as
the case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.
SECTION 8.04. Audit of Books and Accounts. The books and accounts of the
Corporation shall be audited at least once in each fiscal year by certified
public accountants of good standing, elected by the Board of Directors.
ARTICLE IX.
SHARES AND THEIR TRANSFER.
SECTION 9.01. Certificates of Stock. Every owner of stock of the Corporation
shall be entitled to have a certificate certifying the number of shares owned by
him in the Corporation and designating the class of stock to which such shares
belong, which shall otherwise be in such form as the Board of Directors shall
prescribe. Each such certificate shall be signed by the Chairman of the Board or
the Vice Chairman of the Board or the President or a Vice President and the
Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
of the Corporation; provided, however, that where such certificate is signed or
countersigned by a transfer agent or registrar the signatures of such officers
of the Corporation and the seal of the Corporation may be in facsimile form. In
case any officer or officers who shall have signed, or whose facsimile signature
or signatures shall have been used on, any such certificate or certificates
shall cease to be such officer or officers of the Corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the Corporation, such certificate or certificates
may nevertheless be issued and delivered by the Corporation
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as though the person or persons who signed such certificate or whose facsimile
signature or signatures shall have been used thereon had not ceased to be such
officer or officers of the Corporation.
SECTION 9.02. Record. A record shall be kept of the name of the person, firm
or corporation owning the stock represented by each certificate for stock of the
Corporation issued, the number of shares represented by each such certificate,
and the date thereof, and, in the case of cancellation, the date of
cancellation. The person in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof for all purposes as regards the
Corporation.
SECTION 9.03. Transfer of Stock. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.
SECTION 9.04. Transfer Agent and Registrar; Regulations. The Corporation
shall, if and whenever the Board of Directors or Executive Committee shall so
determine, maintain one or more transfer offices or agencies, each in charge of
a transfer agent designated by the Board of Directors, where the shares of the
capital stock of the Corporation shall be directly transferable, and also if and
whenever the Board of Directors shall so determine, maintain one or more
registry offices, each in charge of a registrar designated by the Board of
Directors, where such shares of stock shall be registered. The Board of
Directors may make such rules and regulations as it may deem expedient, not
inconsistent with these By-Laws, concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Corporation.
SECTION 9.05. Lost, Destroyed or Mutilated Certificates. In case of the
alleged loss or destruction or the mutilation of
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a certificate representing capital stock of the Corporation, a new certificate
may be issued in place thereof, in the manner and upon such terms as the Board
of Directors may prescribe.
ARTICLE X.
SEAL.
The Board of Directors shall provide a corporate seal, which shall be in the
form of a circle and shall bear the name of the Corporation and the words and
figures Incorporated 1967, Delaware.
ARTICLE XI.
FISCAL YEAR.
The fiscal year of the Corporation shall begin at the opening of business on
the Sunday nearest to the first day of January and end at the close of business
on the Saturday nearest to the thirty-first day of December in each year,
whether such Sunday or Saturday, as the case may be, falls in December or in
January.
ARTICLE XII.
INDEMNIFICATION.
(a) The Corporation shall indemnify, to the full extent permitted by law, any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer or employee of the Corporation (for the purposes of this Article XII
such term includes Textron Inc., a Rhode Island corporation), or is or was
serving at the request of the Corporation as a director, officer, employee or
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agent of another corporation, partnership, joint venture, trust or other
enterprise (each such person being referred to hereafter as an "Agent"), against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation shall indemnify, to the full extent permitted by law, any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was an Agent against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no such indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
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indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.
(c) To the extent that an Agent shall be successful on the merits or otherwise
(including dismissal of an action without prejudice or the settlement of an
action without admission of liability) in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified, to the full extent permitted
by law, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under paragraphs (a) and (b) (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
paragraphs (a) and (b). Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an Agent in defending a
civil, criminal, administrative or investigative action, suit or proceeding
referred to in paragraphs (a) and (b) shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such Agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article XII. Notwithstanding the foregoing, no
advance shall be made by the Corporation if a determination is reasonably and
promptly made by the Board of Directors by a majority vote of a quorum of
disinterested directors, or (if such a quorum is not obtaina-
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ble or, even if obtainable, a quorum of disinterested directors so directs) by
independent legal counsel in a written opinion, that, based upon the facts known
to the Board of Directors or counsel at the time such determination is made,
such Agent acted in bad faith or in a manner that such person did not believe to
be in or not opposed to the best interests of the Corporation, or, with respect
to any criminal proceeding, that such Agent believed or had reasonable cause to
believe his conduct was unlawful. In no event shall any advance be made in
instances where the Board of Directors or independent legal counsel reasonably
determines that such person deliberately breached his duty to the Corporation or
its stockholders.
(f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this Article XII shall not be deemed
exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. All rights to indemnification under this Article XII shall be deemed to
be provided by a contract between the Corporation and each Agent who serves in
such capacity at any time while this Article XII is in effect. Any repeal or
modification of this Article XII shall not affect any rights or obligations then
existing.
(g) The Corporation may purchase and maintain insurance on behalf of any
person who is or was an Agent against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article XII.
(h) For purposes of this Article XII, references to "the Corporation" shall
include, in addition to the resulting or surviving corporation, any constituent
corporation (includ-
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ing any constituent of a constituent) absorbed in a consolidation or merger, so
that any person who is or was a director, officer or employee of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article XII with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this Article XII, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer or employee of the Corporation which imposes
duties on, or involves services by, such director, officer or employee with
respect to an employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Corporation" as referred to in this Article XII.
(j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article XII shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be an Agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
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ARTICLE XIII.
WAIVER OF NOTICE.
Whenever any notice whatever is required to be given by statute, these By-Laws
of the Certificate of Incorporation, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE XIV.
AMENDMENTS.
These By-Laws may be altered, amended or repealed, in whole or in part, and
new By-Laws may be adopted, in whole or in part, by the affirmative vote of the
holders of record of a majority of the outstanding stock of the Corporation
present in person or represented by proxy and entitled to vote in respect
thereof, given at an annual meeting or at any special meeting at which a quorum
shall be present, or by the affirmative vote of a majority of the whole Board of
Directors given at any meeting. Any By-Law made, altered, amended or repealed by
the Board of Directors shall be subject to alteration, amendment or repeal by
vote of stockholders as provided above.
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TEXTRON INC.
I, ,
SECRETARY of TEXTRON INC., a Delaware corporation, DO HEREBY CERTIFY that the
foregoing is a true and complete copy of the By-Laws of said Corporation, and
that such By-Laws are now in full force and effect.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said Corporation this day of , 19 .
................................
Secretary
