<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
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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
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EMERSON ELECTRIC CO.
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BYLAWS
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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
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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
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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
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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.
Section 4. Notice of Meetings. Written notice of every
meeting of the shareholders, specifying the place, date and hour
of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called shall be
delivered or mailed, postage prepaid, by or at the direction of
the Secretary, not less than ten (10) nor more than seventy (70)
days before the date of the meeting to each shareholder of
record entitled to vote at such meeting.
Section 5. List of Shareholders Entitled to Vote. At
least ten (10) days before each meeting of the shareholders, a
complete list of the shareholders entitled to vote at such
meeting shall be prepared and arranged in alphabetical order
with the address of each shareholder and the number of shares
held by each, which list, for a period of ten (10) days prior to
such meeting, shall be kept on file at the registered office of
the Corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of
the meeting, and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original
share ledger or transfer book, or a duplicate thereof kept in
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the State of Missouri, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share
ledger or transfer book or to vote at any meeting of the
shareholders. Failure to comply with the above requirements in
respect of lists of shareholders shall not affect the validity
of any action taken at such meeting.
Section 6. Quorum. The holders of a majority of the
issued and outstanding shares entitled to vote, present in
person or represented by proxy, shall be requisite and shall
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constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by law,
the Articles or by these Bylaws. The shareholders present at a
meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of
such number of shareholders as to reduce the remaining
shareholders to less than a quorum. Whether or not a quorum is
present, the chairman of the meeting or a majority of the
shareholders entitled to vote thereat, present in person or by
proxy, shall have power, except as otherwise provided by
statute, successively to adjourn the meeting to such time and
place as they may determine, to a date not longer than ninety
(90) days after each such adjournment, and no notice of any such
adjournment need be given to shareholders other than the
announcement of the adjournment at the meeting. At any
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might
have been transacted at the meeting as originally called.
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Section 7. Requisite Vote. When a quorum is present or
represented at any meeting, the vote of the holders of a
majority of the shares entitled to vote which are present in
person or represented by proxy shall decide any questions
brought before such meeting, unless the question is one upon
which, by express provision of law, the Articles or by these
Bylaws, a different vote is required, in which case such express
provisions shall govern and control the decision of such
question.
Section 8. Voting. Each shareholder shall, at every
meeting of the shareholders, be entitled to one vote in person
or by proxy for each share having voting power held by such
shareholder, but no proxy shall be voted after eleven (11) months
from the date of its execution unless otherwise provided in the
proxy. In each election for Directors, no shareholder shall be
entitled to vote cumulatively or to cumulate his votes.
Section 9. Notice of Shareholder Business at Annual
Meetings. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought
before the meeting. In addition to any other requirements
imposed by or pursuant to law, the Articles or these Bylaws, each
item of business to be properly brought before an annual meeting
must (a) be specified in the notice of meeting (or any supplement
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thereto) given by or at the direction of the Board or the persons
calling the meeting pursuant to the Articles; (b) be otherwise
properly brought before the meeting by or at the direction of the
Board; or (c) be otherwise properly brought before the meeting
by a shareholder. For business to be properly brought before an
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annual meeting by a shareholder, the shareholder must have given
timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than 90 days nor more than
120 days prior to the annual meeting; provided, however, that in
the event less than 100 days' notice or prior public disclosure
of the date of the annual meeting is given or made to
shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. For
purposes of these Bylaws "public disclosure" shall mean
disclosure in a press release reported by the Dow Jones,
Associated Press, Reuters or comparable national news service, or
in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"). A shareholder's notice to the Secretary shall set
forth as to each matter he or she proposes to bring before the
annual meeting (a) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such
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business at the annual meeting, (b) the name and address, as they
appear on the Corporation's books, of the shareholder(s)
proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the proposing
shareholder(s), and (d) any material interest of the proposing
shareholder(s) in such business. Notwithstanding anything in
these Bylaws to the contrary, but subject to Article III, Section
1(c) hereof, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this
Section. The chairman of the annual meeting shall, if the facts
warrant, determine and declare to the annual meeting that
business was not properly brought before the annual meeting in
accordance with the provisions of this Section; and if he or she
should so determine, shall so declare to the meeting and any such
business not properly brought before the annual meeting shall not
be transacted. The chairman of the meeting shall have absolute
authority to decide questions of compliance with the foregoing
procedures, and his or her ruling thereon shall be final and
conclusive. The provisions of this Section 9 shall also govern
what constitutes timely notice for purposes of Rule 14a-4(c)
under the 1934 Act.
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ARTICLE III
DIRECTORS
Section 1. Number; Classification; Nominations; Election;
Term of Office.
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(a) The Board shall consist of such number of
Directors as the Board may from time to time determine, provided
that in no event shall the number of Directors be less than
three (3), and provided further that no reduction in the number
of Directors shall have the effect of shortening the term of any
incumbent Director. In addition, the Board may, from time to
time, appoint such number of "Advisory Directors" and "Directors
Emeritus" as it may deem advisable.
(b) The Board of Directors (herein the "Board")
shall be divided into three classes, as nearly equal in number
as possible. In the event of any increase in the number of
Directors, the additional Director(s) shall be added to such
class(es) as may be necessary so that all classes shall be as
nearly equal in number as possible. In the event of any
decrease in the number of Directors, all classes of Directors
shall be decreased as nearly equally as may be possible.
Subject to the foregoing, the Board shall determine the
class(es) to which any additional Director(s) shall be added and
the class(es) which shall be decreased in the event of any
decrease in the number of Directors.
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At each annual meeting of shareholders the
successors to the class of Directors whose term shall then
expire shall be elected for a term expiring at the third
succeeding annual meeting after such election.
(c) In addition to the qualifications set out in
Section 3 of this Article III, in order to be qualified for
election as a Director, persons must be nominated in accordance
with the following procedure:
Nominations of persons for election to the
Board of the Corporation may be made at a meeting of
shareholders by or at the direction of the Board or by any
shareholder of the Corporation entitled to vote for the election
of Directors at the meeting who complies with the procedures set
forth in this Section 1(c). In order for persons nominated to
the Board, other than those persons nominated by or at the
direction of the Board, to be qualified to serve on the Board,
such nominations shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and
received by the Secretary of the Corporation not less than 90
days nor more than 120 days prior to the meeting; provided,
however, that in the event less than 100 days' notice or prior
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public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so
received not later than the close of business on the 10th day
following the day on which such notice of the date of the
meeting was mailed or such public disclosure was made. Such
shareholder's notice shall set forth (i) as to each person whom
the shareholder proposes to nominate for election or re-election
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as a Director, (A) the name, age, business address and residence
address of such person, (B) the principal occupation or
employment of such person, (C) the class and number of shares of
the Corporation which are beneficially owned by such person, (D)
any other information relating to such person that is required
to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended, (including without limitation such person's written
consent to being named in the proxy statement as a nominee and
to serving as a Director if elected) and (E) if the
shareholder(s) making the nomination is an Interested Person,
details of any relationship, agreement or understanding between
the shareholder(s) and the nominee; and (ii) as to the
shareholder(s) making the nomination (A) the name and address,
as they appear on the Corporation's books, of such
shareholder(s) and (B) the class and number of shares of the
Corporation which are beneficially owned by such shareholder(s).
At the request of the Board, any person nominated by the Board
for election as a Director shall furnish to the Secretary of the
Corporation that information required to be set forth in a
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shareholder's notice of nomination which pertains to the
nominee. No person shall be qualified for election as a
Director of the Corporation unless nominated in accordance with
the procedures set forth in this Section 1(c). The chairman of
a meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with
the procedures prescribed by the Bylaws, and if he or she should
so determine, shall so declare to the meeting, and the defective
nomination shall be disregarded. The Chairman of a meeting
shall have absolute authority to decide questions of compliance
with the foregoing procedures, and his or her ruling thereon
shall be final and conclusive.
(d) Directors shall be elected at annual meetings of
the shareholders, except as provided in Section 2 of this Article
III, and each Director shall hold office until his or her successor
is elected and qualified.
Section 2. Filling of Vacancies. Vacancies and newly created
directorships shall be filled only by a majority of the remaining
Directors, though less than a quorum, and each person so elected shall
be a Director until his or her successor is elected by the
shareholders, who may make such election at the next annual meeting
of the shareholders at which Directors of his or her class are
elected or at any special meeting of shareholders duly called for
that purpose and held prior thereto.
Section 3. Qualifications. Directors must be nominated in
accordance with the procedure set out in Section 1(c) of this
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<PAGE>
Article III. Directors need not be shareholders. No person
shall be eligible for election as a Director, either under
Section 1 or Section 2 of this Article III, if such person's
seventy-second (72d) birthday shall fall on a date prior to the
commencement of the Term for which such Director is to be
elected or appointed; provided, however, that this limitation
shall not apply to persons who were Directors of the Corporation
on April 4, 1967. No person shall be qualified to be elected
and to hold office as a Director if such person is determined by
a majority of the whole Board to have acted in a manner contrary
to the best interests of the Corporation, including, but not
limited to, violation of either State or Federal law,
maintenance of interests not properly authorized and in conflict
with the interests of the Corporation, or breach of any
agreement between such Director and the Corporation relating to
such Director's services as a Director, employee or agent of the
Corporation.
Section 4. Removal. By action of a majority of the whole
Board, any Director may be removed from office for cause if such
Director shall at the time of such removal fail to meet the
qualifications for election as a Director as set forth under
Article III, Section 3 hereof. Notice of the proposed removal
shall be given to all Directors of the Corporation prior to
action thereon. Directors may be otherwise removed only in the
manner prescribed in the Articles.
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Section 5. General Powers. The property and business of
the Corporation shall be controlled and managed by its Board of
Directors which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not, by law, the
Articles or by these Bylaws, directed or required to be
exercised and done by the shareholders or the Continuing
Directors.
Section 6. Place of Meetings. The Board may hold
meetings, both regular and special, either within or without the
State of Missouri.
Section 7. Regular Annual Meeting. A regular annual
meeting of the Board, including newly elected Directors, shall
be held immediately following the annual meeting of the
shareholders and shall be held at the principal offices of the
Corporation at 8000 West Florissant Avenue, St. Louis, Missouri,
unless another time or place shall be fixed therefor by the
Directors. No notice of such meeting shall be necessary to the
Directors in order, legally, to constitute the meeting, provided
a majority of the whole Board shall be present. In the event
such annual meeting of the Board is not held at the time and
place specified herein, or at such other time and place as may
be fixed by the Directors, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter
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<PAGE>
provided for meetings of the Board, or as shall be specified in a
written waiver signed by all of the Directors.
Section 8. Additional Regular Meetings. Additional
regular meetings of the Board shall be held once each month on
the first Tuesday thereof, or on such other day thereof as the
Board may, by resolution, prescribe, and at such hour of such
day as shall be stated in the notice of the meeting; provided
that the Chairman, in his or her discretion, may dispense with
any one or more of such meetings, by having notice of the
intention so to do given, by letter or telegram, to each
Director not less than ten (10) days prior to the regularly
scheduled date of each meeting so to be dispensed with. If the
first Tuesday of any month shall be a legal holiday, the regular
meeting for such month shall be held on the Thursday following,
and if the Monday preceding the first Tuesday of any month shall
be a legal holiday, the regular meeting for such month shall be
held on the Wednesday following, in each case unless the Board
shall otherwise prescribe by resolution. Notice of any regular
meeting shall be given to each Director at least forty-eight
(48) hours in advance thereof, either personally, by mail or by
telegram.
Section 9. Special Meetings. Special meetings of the
Board may be called by the Chairman or the Chief Executive
Officer on notice given personally, by mail, by telephone, by
telegram or by facsimile to each Director given twenty-four (24)
hours in advance of such meeting. Special meetings shall be
called by the Chairman or the Chief Executive Officer in like
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manner and on like notice on the written request of any two
Directors.
Section 10. Place of Meetings. Special meetings and
regular meetings of the Board, other than the regular annual
meeting, shall be held at such place within the City or County
of St. Louis, Missouri, as may be specified in the notice of
such meeting; provided that any meeting may be held elsewhere,
within or without the State of Missouri, pursuant to resolution
of the Board or pursuant to the call of the Chairman or the
Chief Executive Officer. Members of the Board and its
Committees may participate in meetings by means of conference
telephone or similar communications equipment whereby all
persons participating in the meeting can hear each other, and
such participation shall constitute presence at the meeting.
Section 11. Notices. Notice of any meeting may be given
by the Chairman, the Chief Executive Officer, any Vice Chairman,
the President, any Vice President or the Secretary, and shall specify
the time and place of the meeting.
Section 12. Quorum. At all meetings of the Board a
majority of Directors in office (the "whole Board") shall be
necessary to constitute a quorum for the transaction of
<PAGE>
business, and the acts of a majority of the Directors present at
a meeting at which a quorum is present shall be the acts of the
Board, except as otherwise may be specifically provided by law or
by the Articles. If a quorum shall not be present at any meeting
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of the Board, the Directors present thereat may adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
So long as the whole Board shall consist of sixteen (16) or more
members, a Director who may be disqualified, by reason of
personal interest, from voting on any particular matter before a
meeting of the Board may nevertheless be counted for the purpose
of constituting a quorum of the Board.
Section 13. Compensation of Directors. Directors, as
such, shall receive for their services such compensation as may
be fixed, from time to time, by resolution of the Board,
together with a stipend for attendance, and expenses of
attendance, if any, for each meeting of the Board or meetings of
any committee on which the Directors may serve; provided that
nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and
receiving compensation therefor.
Section 14. Executive Committee. The Board may, by
resolution passed by a majority of the whole Board, designate
two or more of its number to constitute an Executive Committee
which, to the extent provided in such resolution, shall have and
exercise the authority of the Board in the management and
business of the Corporation.
Section 15. Finance Committee. The Board may, by
resolution passed by a majority of the whole Board, designate
two or more of its number, one of whom shall be the Committee
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Chairman, as the Finance Committee of the Board, which to the
extent provided in such resolution shall have and exercise the
authority of the Board in the management and business of the
Corporation. The Committee shall study and consider financial
matters affecting the operations of the Corporation, including
its long range financial requirements, shall advise the Board in
respect thereto, and shall have such other duties as shall be
specified by resolution of the Board.
Section 16. Other Committees of the Board. The Board may,
by resolution passed by a majority of the whole Board, designate
two or more of its members to constitute such other Committees
of the Board as the Board by such resolution or resolutions may
determine. To the extent provided in such resolution or
<PAGE>
resolutions, such Committees shall have and exercise the
authority of the Board in the management and business of the
Corporation.
Section 17. Committees-General Rules. Each Committee of
the Board shall keep regular minutes of its proceedings and
report the same to the Board when required. Vacancies in the
membership of each Committee shall be filled by the Board at any
regular or special meeting of the Board. A Director who may be
<PAGE>
disqualified, by reason of personal interest, from voting on any
particular matter before a meeting of a Committee may
nevertheless be counted for the purpose of constituting a quorum
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of the Committee. At all meetings of a Committee, a majority of
the Committee members then in office shall constitute a quorum
for the purpose of transacting business, and the acts of a
majority of the Committee members present at any meeting at
which there is a quorum shall be the acts of the Committee.
Section 18. Directors Emeritus and Advisory Directors.
The Board may from time to time create one or more positions of
Director Emeritus and Advisory Director, and may fill such
position or positions for such term as the Board deems proper.
Each Director Emeritus and Advisory Director shall have the
privilege of attending meetings of the Board but shall do so
solely as an observer. Notice of such meetings to a Director
Emeritus or Advisory Director shall not be required under any
applicable law, the Articles, or these Bylaws. Each Director
Emeritus and Advisory Director shall be entitled to receive such
compensation as may be fixed from time to time by the Board. No
Director Emeritus or Advisory Director shall be entitled to vote
on any business coming before the Board, nor shall they be
counted as members of the Board for the purpose of determining
the number of Directors necessary to constitute a quorum, for
the purpose of determining whether a quorum is present, or for
any other purpose whatsoever. In the case of a Director
Emeritus or Advisory Director, the occurrence of any event which
in the case of a Director would create a vacancy on the Board,
shall be deemed to create a vacancy in such position; but the Board
may declare the position terminated until such time as the Board
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shall again deem it proper to create and to fill the position.
ARTICLE IV
NOTICES
Section 1. Service of Notice. Notices to Directors and
shareholders shall be in writing and delivered personally or
<PAGE>
mailed or sent by telegram, telex or facsimile transmission to
the Directors or shareholders at their addresses appearing on
the books of the Corporation, except that notice to Directors of
a special meeting of the Board may be given orally. Notice by
mail shall be deemed to be given at the time when the same shall
be mailed; notice by telegram when such notice is delivered to
the telegraph company; notice by facsimile transmission when
transmitted.
Section 2. Waiver of Notices. Whenever any notice is
required to be given under the provisions of law, the Articles,
<PAGE>
or of these Bylaws, 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.
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ARTICLE V
OFFICERS
Section 1. Titles. The Officers of the Corporation shall
be chosen by the Board of Directors and shall be a Chairman of
the Board (herein the "Chairman"), a Chief Executive Officer, a
President, at least one Vice President, a Secretary and a
Treasurer. The Board may also elect one or more Vice Chairmen
of the Board (herein "Vice Chairmen"), additional Vice
Presidents, a Controller, one or more Assistant Controllers, and
such other officers as the Board may deem appropriate. Any two
or more of the aforesaid offices, except those of President and
Vice President or President and Secretary, may be held by the
same person. Vice Presidents of the Corporation may be given
distinctive designations such as Executive Vice President, Group
Vice President, Senior Vice President and the like.
Section 2. Election. The Board, at its annual meeting
immediately following each annual meeting of the shareholders,
shall elect a Chairman, a Chief Executive Officer and a
President, and may elect one or more Vice Chairmen, all of whom
shall be Directors or Advisory Directors; and the Board shall
also at such annual meeting elect one or more Vice Presidents, a
Secretary and a Treasurer, who may, but need not, be Directors
or Advisory Directors. The Board may elect such other officers
and agents as it shall determine necessary who shall hold their
offices for such terms and shall exercise such powers and
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perform such duties as shall be determined from time to time by
the Board. In connection with the election of any officer of
the Corporation, the Board may determine that such officer, in
addition to the title of the office to which he is elected,
shall have a further title such as Chief Administrative Officer,
<PAGE>
Chief Operating Officer or such other title as the Board may
designate, and the Board may prescribe powers to be exercised
and duties to be performed by any such officer to whom any such
additional title of office is given in addition to those powers
and duties provided for by these Bylaws for such office.
Section 3. Term. The officers of the Corporation shall
hold office until their respective successors are elected and
qualify. Any officer elected or appointed by the Board may be
removed by the Board at any time with or without cause by the
affirmative vote of a majority of the whole Board. Any vacancy
occurring in any such office may be filled only by the Board.
Section 4. Chairman of the Board. The Chairman shall
preside at all meetings of shareholders and Directors. The
Chairman shall be Chairman of the Executive Committee of the
Board of Directors and shall be an executive officer of the
Corporation. The Chairman shall act in a consultative capacity
to the Board and the executive officers and shall perform such
other duties as the Board may prescribe. In the absence or
disability of the Chief Executive Officer, the Chairman shall
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exercise all of the powers and discharge all of the duties of
the Chief Executive Officer.
Section 5. Chief Executive Officer. The Chief Executive
Officer shall be responsible for the general and active
management of the business and affairs of the Corporation,
subject only to the control of the Board. The Chief Executive
Officer shall see that all orders and resolutions of the Board
of Directors are carried into effect and shall be responsible to
the Board of Directors for the Corporation's strategic
development and operational results and for the conduct of the
Corporation's business and affairs in accordance with policies
approved by the Board of Directors. The Chief Executive Officer
shall have full authority in respect to the signing and
execution of deeds, bonds, mortgages, contracts and other
instruments of the Corporation. In the absence or disability of
the Chairman, the Chief Executive Officer (i) shall preside at
all meetings of shareholders, and (ii) if a member of the Board
of Directors, shall preside at all meetings of the Directors and
shall otherwise exercise all of the powers and discharge all of
the duties of the Chairman. The Chief Executive Officer shall
perform such other duties as the Board may prescribe.
Section 6. President. The President shall be an
executive officer of the Corporation. The President, (i) in the
absence or disability of the Chairman and the Chief Executive
Officer, (a) shall preside at meetings of shareholders, (b) if a
member of the Board of Directors, shall preside at meetings of
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<PAGE>
the Directors and shall otherwise exercise all the powers and
discharge all of the duties of the Chairman and of the Chief
Executive Officer; and (ii) shall perform such other duties as the
Chief Executive Officer or the Board shall prescribe.
The President shall have equal authority with the Chief
Executive Officer and the Vice Chairmen, if any, to sign and
execute deeds, bonds, mortgages, contracts and other instruments
of the Corporation.
Section 7. Vice Chairmen of the Board. Vice Chairmen, if
any, may but need not be executive Officers of the Corporation.
In the absence or disability of the Chief Executive Officer and
the President, the Vice Chairmen, in order of their seniority
with the Corporation, shall perform the duties and exercise the
powers of the President. The Vice Chairmen shall perform such
other duties, and have such other powers as the Chief
Executive Officer or the Board may, from time to time,
prescribe. Each Vice Chairman shall have equal authority with
the Chief Executive Officer and the President with
respect to the signing and execution of deeds, bonds, mortgages,
contracts and other instruments of the Corporation.
Section 8. Vice Presidents. The Vice President, or if
there shall be more than one, the Vice Presidents in order of
seniority, in the absence or disability of the Chief
Executive Officer, the President and all Vice Chairmen, shall perform
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the duties and exercise the powers of the
President. Each Vice President shall perform such other duties
and have such other powers as the Chief Executive
Officer and the Board may, from time to time, prescribe.
Section 9. Secretary and Assistant Secretaries. The
Secretary shall attend all meetings of the Board and all
meetings of the shareholders and record all the proceedings of
the meetings of the Corporation and of the Board in books to be
kept for that purpose, shall perform like duties for Committees
of the Board when required, and shall perform such other duties
as may be prescribed by the Board, the Chief Executive Officer,
any Vice Chairman, or the President. The Secretary shall keep
in safe custody the seal of the Corporation and affix the same
to any instrument requiring it, and, when so affixed, it shall
be attested by his or her signature or by the signature of an
Assistant Secretary. The Assistant Secretary, or, if there be
more than one, the Assistant Secretaries, in the order
determined by the Board, shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such
other powers as the Board may, from time to time, prescribe.
Section 10. Treasurer and Assistant Treasurers. The
Treasurer shall have charge of the funds of the Corporation;
shall keep the same in depositories designated by the Board or
by officers of the Corporation authorized by the Board to make
<PAGE>
such designation; shall cause said funds to be disbursed upon
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checks, drafts, bills of exchange or orders for the payment of
money signed in such manner as the Board or authorized officers
of the Corporation may, from time to time, direct; shall
perform such other duties as directed by the Board, the Chief
Executive Officer or other senior officers; and, if
required by the Board, shall give bond for the faithful
performance of his or her duties in such form and amount as may
be determined by the Board. The Assistant Treasurer, or, if
there be more than one, the Assistant Treasurers, in the order
determined by the Board, shall, in the absence or disability of
the Treasurer, perform the duties and exercise the powers of the
Treasurer, and shall have such other duties and powers as the
Board may prescribe.
Section 11. Controller and Assistant Controllers. The
Controller, if one is elected by the Board, shall have charge of
the accounting records of the Corporation; shall keep full and
accurate accounts of all receipts and disbursements in books and
records belonging to the Corporation; shall maintain appropriate
internal control and auditing of the Corporation; and shall
perform such other duties as directed by the Board, the Chief
Executive Officer or other senior officers. The
Assistant Controller or, if there be more than one, the
Assistant Controllers, in the order determined by the Board,
shall, in the absence or disability of the Controller, perform
the duties and exercise the powers of the Controller and shall
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have such other duties and powers as the Board may prescribe.
Section 12. Appointed Officers. In addition to the
corporate officers elected by the Board as hereinabove in this
Article V provided, the Chief Executive Officer may,
from time to time, appoint one or more other persons as
appointed officers who shall not be deemed to be corporate
officers, but may, respectively, be designated with such titles
as the Chief Executive Officer may deem appropriate.
The Chief Executive Officer may prescribe the powers to
be exercised and the duties to be performed by each such
appointed officer, may designate the term for which each such
appointment is made, and may, from time to time, terminate any
or all of such appointments with or without cause. Such
appointments and termination of appointments shall be reported
periodically to the Board.
ARTICLE VI
CERTIFICATES OF SHARES
Section 1. Certificates. The certificates of shares of
the Corporation shall be numbered and registered in a share
<PAGE>
register as they are issued. They shall exhibit the name of the
registered holder and the number and class of shares and the
series, if any, represented thereby and the par value of each
share or a statement that such shares are without par value as
the case may be.
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Section 2. Signatures on Certificates. Every share
certificate shall be signed by the Chairman of the Board, the
Chief Executive Officer, the President or a Vice President; and
by the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer; and shall be sealed with the
Corporation's seal which may be facsimile, engraved or printed.
Section 3. Transfer Agents and Registrars; Facsimile
Signatures. The Board may appoint one or more transfer agents
or transfer clerks and one or more registrars and may require
all certificates for shares to bear the signature or signatures
of any of them. Where a certificate is signed (a) by a transfer
agent or an assistant or co-transfer agent, or (b) by a transfer
clerk or (c) by a registrar or co-registrar, the signature of any
officer thereon may be facsimile. Where a certificate is signed
by a registrar or co-registrar the certificate of any transfer
agent or co-transfer agent thereon may be by facsimile signature
of the authorized signatory of such transfer agent or
co-transfer agent. In case any officer or officers of the
Corporation who have signed, or whose facsimile signature or
signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers, whether
because of death, resignation or otherwise, before such
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certificate or certificates have been delivered by the
Corporation, such certificate or certificates may, nevertheless,
be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature
or signatures have been used thereon had not ceased to be such officer
or officers of the Corporation.
Section 4. Lost Certificates. In case of loss or
destruction of any certificate of stock or other security of the
Corporation, another may be issued in its place upon
satisfactory proof of such loss or destruction and upon the giving of
a satisfactory bond of indemnity to the Corporation and
to the transfer agents and registrars, if any, of such stock or
other security, in such sum as the Board may provide. The Board
may delegate to any officer or officers of the Corporation the
authorization of the issue of such new certificate or
certificates and the approval of the form and amount of such
indemnity bond and the surety thereon.
<PAGE>
Section 5. Transfer of Shares. Upon surrender to the
Corporation or a transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, the
Corporation may issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction
upon its books.
Section 6. Registered Shareholders. The Corporation and
its transfer agents shall be entitled to treat the holder of
record of any share or shares as the holder in fact thereof and
shall not be bound to recognize any equitable or other claims
to, or interest in, such shares on the part of any other person
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and shall not be liable for any registration or transfer of
shares which are registered, or to be registered, in the name of
a fiduciary or the nominee of a fiduciary unless made with
actual knowledge that a fiduciary, or nominee of a fiduciary, is
committing a breach of trust in requesting such registration or
transfer, or with knowledge of such facts that its participation
therein amounts to bad faith.
Section 7. Interested Shareholders. The provisions of
these Bylaws, including without limitation the provisions of
this Article VI as they apply to any Interested Person or shares
beneficially owned by such Interested Person, are subject to the
provisions of Article 9 of the Articles.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 1. Actions Involving Directors, Officers or
Employees. The Corporation shall indemnify any person who was
or is a party (other than a party plaintiff suing on his own
behalf or in the right of the Corporation), or who is threatened
to be made such a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, but not limited to,
an action by or in the right of the Corporation) by reason of
the fact that he or she is or was a Director, officer or
employee of the Corporation, or is or was serving at the request
of the Corporation as a director, officer or employee of another
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corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such
action, suit or proceeding; provided, that no such person shall
be indemnified (a) except to the extent that the aggregate of
<PAGE>
losses to be indemnified under the provisions of this Article
VII exceeds the amount of such losses for which the Director,
officer or employee is insured pursuant to any directors and
officers liability insurance policy maintained by the
Corporation; (b) in respect to remuneration paid to such person
if it shall be finally adjudged that such remuneration was in
violation of law; (c) on account of any suit in which judgment
is rendered against such person for an accounting of profits
made from the purchase or sale by such person of securities of
the Corporation pursuant to the provisions of Section 16(b) of
the 1934 Act and amendments thereto or similar provisions of any
federal, state or local statutory law; (d) on account of such
person's conduct which is finally adjudged to have been
knowingly fraudulent, deliberately dishonest or willful
misconduct; and (e) if it shall be finally adjudged that such
indemnification is not lawful.
Section 2. Actions Involving Agents. The Corporation may
indemnify any person who was or is a party (other than a party
plaintiff suing on his own behalf or in the right of the
Corporation), or who is threatened to be made such a party, to
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any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(including, but not limited to, an action by or in the right of
the Corporation) by reason of the fact that he or she is an
agent of the Corporation, or is or was serving at the request of
the Corporation as an agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, all to the full
extent permitted by law.
Section 3. Determination of Right to Indemnification in Certain
Instances.
(a) Any indemnification under Section 1 of
this Article VII (unless ordered by a court) shall be made by
the Corporation unless a determination is reasonably and
promptly made that indemnification of the director, officer or
employee is not proper in the circumstances because he or she
has not satisfied the conditions set forth in such Section 1.
Such determination shall be made (1) by the Board 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 shareholders; provided, that no such
determination shall preclude an action brought in an appropriate
court to challenge such determination.
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<PAGE>
(b) Any indemnification under Section 2 of
this Article VII (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 or she has met the applicable standard
of conduct set forth in such Section 2. Such determination
shall be made (1) by the Board 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 shareholders.
Section 4. Advance Payment of Expenses. Expenses incurred
by defending a civil or criminal action, suit or proceeding may
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 the director, officer, employee
or agent to repay such amounts unless it shall ultimately be
determined that he or she is entitled to be indemnified by the
Corporation as authorized in this Article.
Section 5. Successful Defense. Notwithstanding any other
provision of this Article VII, to the extent that a director,
officer, employee or agent of the Corporation has been
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successful on the merits or otherwise (including the 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 Sections 1 or 2 of this Article VII,
or in defense of any claim, issue or matter therein, he or she
shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith.
Section 6. Not Exclusive Right. The indemnification
provided by this Article VII shall not be deemed exclusive of
any other rights to which those seeking indemnification may be
entitled under any statute, bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to
action in an official capacity and as to action in another
capacity while holding such office. Without limiting the
generality of the foregoing, in the event of conflict between
the provisions of this Article VII and the provisions of any
agreement adopted by the shareholders between the Corporation on
the one hand, and any director, officer, employee or agent of
the Corporation on the other, providing for indemnification, the
terms of such agreement shall prevail. Any indemnification,
whether required under this Bylaw or permitted by statute or
otherwise, shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of
the heirs, executors and administrators of such person.
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<PAGE>
Section 7. Insurance. The Board shall have the power to
cause the Corporation to purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, arising out of his
or her status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the
provisions of this Article.
Section 8. Subsidiaries of Corporation. For the purposes
of this Article VII, (a) any officer, Director, or employee of
the Corporation who shall serve as an officer, director
employee or agent of any other corporation, joint venture, trust
or other enterprise of which the Corporation, directly or
indirectly, is or was a stockholder or creditor, or in which the
Corporation is or was in any way interested, or (b) any
officer, director, or employee of any subsidiary corporation,
venture, trust or other enterprise wholly owned by the
Corporation, shall be deemed to be serving as such director,
officer, employee or agent at the request of the Corporation,
unless the Board shall determine otherwise. In all instances
where any person shall serve as a director, officer, employee or
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agent of another corporation, joint venture, trust or other
enterprise of which the Corporation is or was a stockholder or
creditor, or in which it is or was otherwise interested, if it
is not otherwise established that such person is or was serving
as such director, officer, employee or agent at the request of
the Corporation, the Board may determine whether such service is
or was at the request of the Corporation, and it shall not be
necessary to show any actual or prior request for such service.
_____________________
Note: The indemnification provided in the foregoing provisions of
Article VII (and related matters) was approved by the stockholders
of the Corporation on February 10, 1987.
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Section 9. Spousal Indemnification. The spouse of a
person entitled to indemnification under Section 1 hereof or who
is granted indemnification under Section 2 hereof, shall be
entitled to be so indemnified; provided, that the spouse was or
is a party (other than a party plaintiff suing on his or her own
behalf or in the right of the Corporation), or was or is
threatened to be made a party, to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative (including, but not limited to,
<PAGE>
an action by or in the right of the Corporation), solely by
reason of the spousal relationship to the person entitled to
indemnification under Section 1 hereof or who is granted
indemnification under Section 2 hereof.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the shares of the
Corporation, subject to the provisions of the Articles, if any,
may be declared by the Board at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock or other securities of the Corporation,
in rights or warrants relating thereto, or in any other form authorized
by law.
Section 2. Checks. All checks or demands for money and
notes of the Corporation shall be signed by such officer or
officers or such other person or persons as the Board, or
-36-
officers authorized by the Board, may, from time to time,
designate.
Section 3. Fiscal Year. The fiscal year of the
Corporation shall commence on October 1, and close on
September 30.
Section 4. Seal. The Corporation's seal shall have
inscribed thereon the name of the Corporation, the numeral
"1890" being the year of the incorporation of the Corporation,
and the words "Corporate Seal, Missouri". The seal may be used
by causing it, or a facsimile thereof, to be impressed, affixed,
reproduced or otherwise.
Section 5. Closing of Transfer Books and Fixing of Record
Dates. The Board shall have power to close the share transfer
books of the Corporation for a period not exceeding seventy (70)
days preceding the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change, conversion or
exchange of shares shall go into effect; provided, however,
that, in lieu of closing the share transfer books as aforesaid,
the Board may fix in advance a date, not exceeding seventy (70)
days preceding the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion
or exchange of shares shall go into effect, as a record date for
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the determination of the shareholders entitled to notice of, and
<PAGE>
to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise rights in respect of any
such change, conversion or exchange of shares; and, in each such
case, such shareholders and only such shareholders as shall be
shareholders of record on the date of closing the share transfer
books, or on the record date so fixed, shall be entitled to
notice of, and 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, as the
case may be, notwithstanding any transfer of any shares after
such date of closing of the share transfer books or such record
date fixed as aforesaid.
ARTICLE IX
AMENDMENTS
Section 1. These Bylaws may be altered, amended or
repealed solely by a majority vote of the members of the whole
Board at any regular or special meeting thereof duly called and
convened.
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