Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________
HON INDUSTRIES Inc.
(Exact name of registrant as specified in its charter)
Iowa 42-0617510
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
414 East Third Street
P.O. Box 1109
Muscatine, Iowa 52761-7109
(Address of principal executive offices, including zip code)
_______
1997 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
_______
David C. Stuebe
Vice President and Chief Financial Officer
HON INDUSTRIES Inc.
414 East Third Street
P.O. Box 1109
Muscatine, Iowa 52761-7109
(Name and address of agent for service)
_______
(319) 264-7400
(Telephone number, including area code, of agent for service)
_______
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CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed maximum maximum Amount of
securities to Amount to offering price per aggregate registration
be registered be registered share offering price fee
Common
Stock, $1.00 200,000 $49.00(1) $9,800,000(1) $2,970
par value
(1) Estimated solely for purposes of calculating the amount of the
registration fee, pursuant to Rule 457(h) under the Securities Act of 1933, on
the basis of the average of the high and low prices of such securities on the
Nasdaq National Market System on May 13, 1997.
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PART II
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Securities and
Exchange Commission are incorporated herein by reference: the Annual Report
of HON INDUSTRIES Inc. (the "Company") on Form 10-K for the fiscal year ended
December 28, 1996 and the description of Common Stock contained in Item 1 of
its Registration Statement on Form 8-A (File No. 0-2648, filed May 1, 1967),
and all amendments and reports filed for the purpose of updating that
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be part
hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
As permitted by the Iowa Business Corporation Act ("IBCA"), the
Company's Articles of Incorporation (the "Articles") provide that no director
shall be personally liable to the Company or any stockholder for monetary
damages for breach of fiduciary duty as a director, except for: (i) a breach
of the director's duty of loyalty to the Company or its shareholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of the law; (iii) a transaction from which the director
derived an improper personal benefit; or (iv) an improper act related to the
payment of dividends or approval of a stock purchase in violation of Section
833 of the IBCA. While the Articles provide protection from awards for
monetary damages for breaches of the duty of care, it does not eliminate the
director's duty of care. Accordingly, the Articles will not affect the
availability of equitable remedies, such as an injunction, based on a
director's breach of the duty of care.
In addition, the Company's By-laws provide that the Company may
indemnify 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 including, without
limitation, an action or suit by or in the right of the Company (collectively,
"Action")) by reason of the fact that he or she is or was a director, officer,
employee, member, if any, volunteer, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, partner,
trustee, employee, member, if any, volunteer, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan (each a "Qualified Person"). The indemnification, which
may be made in any manner not prohibited by Iowa law, may be against expenses
(including attorneys' fees), judgments, fines and amounts paid or incurred in
settlement which the Qualified Person actually and reasonably incurred in
connection with the Action. Indemnification shall not be provided in any case
for (i) a breach of a person's duty of loyalty to the Company; (ii) acts or
omissions not in good faith or which involve intentional misconduct or knowing
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violation of the law; (iii) a transaction from which the person derives an
improper personal benefit; or (iv) proceedings by or in the right of the
Company unless permitted by the IBCA. The By-laws also provide that a
Qualified Person shall be indemnified against actually and reasonably incurred
expenses in connection with any Action to the extent such Qualified Person has
been successful on the merits or otherwise in defense of such Action or in the
defense of any claim, issue or matter therein.
The Company has director and officer liability insurance in the amount
of $20,000,000, under which each director and each of certain officers of the
Company is insured against certain liabilities.
Item 8. Exhibits
4.1 Articles of Incorporation, as amended, incorporated by reference
to Exhibit (3)(a) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1988.
4.2 By-laws, as amended.
4.3 1997 Equity Plan for Non-Employee Directors, incorporated by
reference to Exhibit B to the Company's proxy statement dated
March 28, 1997, related to the Company's annual meeting of
shareholders held on May 13, 1997.
4.4 Rights Agreement dated as of July 7, 1988 between the Company and
First Chicago Trust Company of New York, incorporated by reference
to Exhibit 1 to Registration Statement on Form 8-A filed July 12,
1988, as amended by amendment dated as of May 1, 1990,
incorporated by reference to Exhibit 1 to Amendment No. 1 to
Registration Statement on Form 8-A filed May 30, 1990.
5.1 Opinion of Jeffrey D. Fick, Acting General Counsel, HON INDUSTRIES
Inc. as to the validity of securities registered hereunder.
23.1 Consent of Jeffrey D. Fick, Acting General Counsel, HON INDUSTRIES
Inc. (set forth in his opinion filed as Exhibit 5.1 to this
Registration Statement).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
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effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this Registration Statement, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Muscatine, State of Iowa, on this
12 day of May 1997.
HON INDUSTRIES Inc.
BY: /s/ Jack D. Michaels
Jack D. Michaels
Chairman of the Board, President and
CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 12, 1997.
/s/ Jack D. Michaels
Jack D. Michaels
Chairman of the Board, President, CEO and Director
/s/ David C. Stuebe
David C. Stuebe
Vice President and CFO
/s/ Melvin L. McMains
Melvin L. McMains
Controller and Principal
Accounting Officer
*
Stanley M. Howe
Director
*
W. James Farrell
Director
*
Robert W. Cox
Director
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*
Celeste C. Michalski
Director
*
Lee Liu
Director
*
Herman J. Schmidt
Director
*
Michael S. Plunkett
Director
*
Lorne R. Waxlax
Director
*
Robert L. Katz
Director
*
Richard H. Stanley
Director
* The undersigned by signing his name hereunto has hereby signed this
Registration Statement on behalf of the above-named officers and directors, on
May 12, 1997, pursuant to a power of attorney executed on behalf of each such
officer and director and filed with the Securities and Exchange Commission as
Exhibit 24 to this Registration Statement.
By: /s/ Jack D. Michaels
Jack D. Michaels
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EXHIBIT INDEX
Sequential
Number Description Page Number
4.1 Articles of Incorporation, as amended,
incorporated by reference to Exhibit
(3)(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1988.
4.2 By-laws, as amended. 9
4.3 1997 Equity Plan for Non-Employee
Directors, incorporated by reference to
Exhibit B to the Company's proxy
statement dated March 28, 1997,
related to the Company's annual
meeting of shareholders held on
May 13, 1997.
4.4 Rights Agreement dated as of July 7,
1988 between the Company and First
Chicago Trust Company of New York,
incorporated by reference to Exhibit 1
to Registration Statement on Form 8-A
filed July 12, 1988, as amended by
amendment dated as of May 1, 1990,
incorporated by reference to Exhibit 1
to Amendment No. 1 to Registration
Statement on Form 8-A filed May 30,
1990.
5.1 Opinion of Jeffrey D. Fick, Acting 32
General Counsel, HON INDUSTRIES
Inc. as to the validity of securities
registered hereunder.
23.1 Consent of Jeffrey D. Fick, Acting
General Counsel, HON INDUSTRIES
Inc. (set forth in their opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Ernst & Young LLP. 33
23.3 Consent of Arthur Andersen LLP. 34
24 Powers of Attorney. 35
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Exhibit 4.2
BY-LAWS
OF
HON INDUSTRIES Inc.
Adopted on September 7, 1960. Amended on April 23, 1964,
April 28, 1966, August 13, 1969, April 15, 1970, February 12,
1976, July 23, 1976, January 11, 1977, February 13, 1977,
April 18, 1977, July 28, 1977, July 29, 1977, October 27, 1977,
February 27, 1978, February 19, 1979, August 1, 1979, March 3,
1980, April 30, 1980, October 29, 1980, August 3, 1982,
January 31, 1983, October 31, 1983, October 30, 1984,
February 5, 1985, May 6, 1985, February 4, 1986, August 5,
1986, February 15, 1988, July 7, 1988, March 13, 1990,
February 11, 1991, April 29, 1991, July 29, 1991, May 5, 1992,
November 2, 1992, May 11, 1993, February 14, 1994,
May 10, 1994, November 13, 1995, May 14, 1996, and
May 12, 1997.
ARTICLE 1. OFFICES AND PLACES OF BUSINESS
Section 1.01. Principal Place of Business. The principal place of
business of the Corporation shall be located in such place, within or without
the State of Iowa, as shall be fixed by or pursuant to authority granted by
the Board of Directors from time to time.
Section 1.02. Registered Office. The registered office of the
Corporation required by the Iowa Business Corporation Act to be maintained in
the State of Iowa may be, but need not be, the same as its principal place of
business. The registered office may be changed from time to time by the Board
of Directors as provided by law.
Section 1.03. Other Places. The Corporation may conduct its business,
carry on its operations, have offices, carry out any or all of its purposes,
and exercise any or all of its powers anywhere in the world, within or without
the State of Iowa.
ARTICLE 2. SHAREHOLDERS
Section 2.01. Annual Meeting. The annual meeting of the shareholders
shall be held in each year at such time and place as shall be fixed by the
Board of Directors or by the Chairman of the Board of Directors; provided,
however, that the annual meeting shall not be scheduled on a legal holiday in
the state where held. Any previously scheduled annual meeting may be
postponed by resolution of the Board of Directors and on public notice given
prior to the date previously scheduled for such annual meeting. At the annual
meeting, the shareholders shall elect Directors as provided in Section 3.02
and may conduct any other business properly brought before the meeting. (As
amended 4/23/64, 8/1/79, 10/31/83, and 4/29/91.)
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Section 2.02. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, may be called, and the time and place thereof
fixed by the Board of Directors or by the holders of not less than one-tenth
of the outstanding shares entitled to vote at the meeting. Business conducted
at any special meeting of shareholders shall be limited to the purposes stated
in the notice of the meeting. Any previously scheduled special meeting of
shareholders may be postponed by resolution of the Board of Directors and
public notice given prior to the date previously scheduled for such special
meeting of shareholders. (As amended 4/23/64, 8/1/79, and 4/29/91.)
Section 2.03. Place of Shareholders' Meetings. Any annual meeting or
special meeting of shareholders may be held at any place, either within or
without the State of Iowa. The place of each meeting of shareholders shall be
fixed as provided in these By-laws, or by a waiver or waivers of notice fixing
the place of such meeting and signed by all shareholders entitled to vote at
such meeting. If no designation is made of the place of a meeting of
shareholders, the place of meeting shall be the registered office of the
Corporation in the State
of Iowa.
Section 2.04. Notice of Shareholders' Meetings. Written or printed
notice stating the place, day, and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten days (unless a longer period shall be
required by law) nor more than sixty days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to
the shareholder at his address as it appears on the stock transfer books of
the Corporation, with postage thereon prepaid. (As amended 4/29/91.)
Section 2.05. Closing of Transfer Books; Fixing of Record Date. For
the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, seventy days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at least
fifteen days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be
not more than seventy days and, in case of a meeting of shareholders, not less
than fifteen days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If the Board of Directors
does not provide that the stock transfer books shall be closed and does not
fix a record date for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the record date for such determination of shareholders
shall be seventy days prior to the date fixed for such meeting or seventy days
prior to the date of payment of such dividend, as the case may be. When any
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record date is fixed for any determination of shareholders such determination
of shareholders shall be made as of the close of business on the record date.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof. (As amended 4/30/80, 8/3/82 and
4/29/91.)
Section 2.06. Voting List. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten 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 stock transfer books shall be prima facie
evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders. Failure to comply
with the requirements of this Section shall not affect the validity of any
action taken at such meeting. (As amended 4/29/91.)
Section 2.07. Quorum of Shareholders. Except as otherwise expressly
provided by the Articles of Incorporation or these By-laws, a majority of the
outstanding common shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at any meeting of shareholders.
Section 2.08. Adjourned Meetings. Any meeting of shareholders may be
adjourned from time to time and to any place, without further notice, by the
chairman of the meeting or by the affirmative vote of the holders of a
majority of the outstanding common shares entitled to vote and represented at
the meeting, even if less than a quorum. At any adjourned meeting at which a
quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally notified. (As amended 4/29/91.)
Section 2.09. Vote Required for Action. The vote required for the
adoption of any motion or resolution or the taking of any action at any
meeting of shareholders shall be as provided in the Articles of Incorporation.
However, action may be taken on the following procedural matters by the
affirmative vote of the holders of a majority of the outstanding common shares
entitled to vote and represented at the meeting, even if less than a quorum:
election or appointment of a Chairman or temporary Secretary of the meeting
(if necessary), or adoption of any motion to adjourn or recess the meeting or
any proper amendment of any such motion. Whenever the minutes of any meeting
of shareholders shall state that any motion or resolution was adopted or that
any action was taken at such meeting of shareholders, such minutes
shall be prima facie evidence that such motion or resolution was duly adopted
or that such action was duly taken by the required vote, and such minutes need
not state the number of shares voted for and against such motion, resolution,
or action.
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Section 2.10. Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote either in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney in fact. Each such proxy
shall be filed with the Secretary of the Corporation or the person acting as
Secretary of the meeting, before or during the meeting. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.
Section 2.11. Shareholders' Voting Rights. Each outstanding share
entitled to vote shall be entitled to one vote on each matter submitted to a
vote at a meeting of shareholders, except as otherwise provided in the
Articles of Incorporation. Voting rights for the election of Directors shall
be as provided in Section 3.02 and in the Articles of Incorporation. (As
amended 2/12/76.)
Section 2.12. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent, or proxy as the By-laws of such corporation may prescribe, or,
in the absence of such provision, as the Board of Directors of such
corporation may determine.
Shares held by an administrator, executor, guardian, or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Treasury shares shall not be voted at any meeting or counted in determining
the total number of outstanding shares at any given time.
Section 2.13. Organization. The Chairman of the Board of Directors or
the Vice-Chairman or the President or a Vice-President, as provided in these
By-laws, shall preside at each meeting of shareholders; but if the Chairman of
the Board of Directors, the Vice-Chairman, the President, and each
Vice-President shall be absent or refuse to act, the shareholders may elect or
appoint a Chairman to preside at the meeting. The Secretary or an Assistant
Secretary, as provided in these By-laws, shall act as Secretary of each
meeting of shareholders; but if the Secretary and each Assistant Secretary
shall be absent or refuse to act, the shareholders may elect or appoint a
temporary Secretary to act as Secretary of the meeting. (As amended 4/23/64
and 8/1/79.)
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Section 2.14. Waiver of Notice by Shareholders. Whenever any notice
whatsoever is required to be given to any shareholder of the Corporation under
any provision of law or the Articles of Incorporation or these By-laws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether signed before or after the time of the meeting or event of
which notice is required, shall be deemed equivalent to the giving of such
notice. Neither the business to be conducted at, nor the purpose of, any
annual or special meeting of shareholders need be specified in any waiver of
notice of such meeting. The attendance of any shareholder, in person or by
proxy, at any meeting of shareholders shall constitute a waiver by such
shareholder of any notice of such meeting to which such shareholder would
otherwise be entitled, and shall constitute consent by such shareholder to the
place, day, and hour of such meeting and all business which may be conducted
at such meeting, unless such shareholder attends such meeting and objects at
such meeting to any business conducted because the meeting is not lawfully
called or convened. (As amended 4/29/91.)
Section 2.15. Postponement of Shareholders' Meetings. Any meeting of
the shareholders may be postponed prior to the record date by the Board of
Directors or by the Chairman. Written or printed notice of the postponement
shall be delivered not less than 10 days nor more than 60 days before the date
set for the meeting, either personally or by mail to each shareholder of
record entitled to vote. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the
shareholder at his or her address as it appears on the stock transfer books of
the Corporation, with postage thereon prepaid. (As adopted 2/11/91.)
Section 2.16. Notice of Shareholder Business and Nominations.
(a) Annual Meeting of Shareholders.
(1) Nominations of persons for election to the Board of Directors
of the Corporation and the proposal of business to be considered by the
shareholders may be made at an annual meeting of shareholders (i) pursuant to
the Corporation's notice of meeting, (ii) by or at the direction of the Board
of Directors, or (iii) by any shareholder of the Corporation who was a
shareholder of record at the time of giving of notice provided for in this By-
law, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in this By-law.
(2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to Subsection
2.15(a)(1)(iii), the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal executive offices
of the Corporation not less than sixty days nor more than ninety days prior to
the first anniversary of the preceding year's annual meeting of shareholders;
provided, however, that, if the date of the annual meeting is advanced by more
than thirty days or delayed by more than sixty days from such anniversary
date, notice by the shareholder, to be timely, must be so delivered not
earlier than ninety days prior to such annual meeting and not later than the
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close of business on the later of the sixtieth day prior to such annual
meeting or the tenth day following the date on which public announcement of
the date of such meeting is first made. Such shareholder's notice shall set
forth:
(i) as to each person whom the shareholder proposes to
nominate for election or reelection as a Director, all 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 (the
"Exchange Act") (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Director if elected;
(ii) as to any other business that the shareholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting, and any material interest of such shareholder in such business and
the beneficial owner, if any, on whose behalf the proposal is made; and (iii)
as to the shareholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination or proposal is made, the name and address of such
shareholder and of such beneficial owner as they appear on the Corporation's
books, and the class and number of shares of the Corporation which are owned
beneficially and of record by such shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of Subsection
2.15(a)(2) to the contrary, if the number of Directors to be elected to the
Board of Directors of the Corporation is increased and there is no public
announcement by the Corporation naming all the nominees for Director or
specifying the size of the increased Board of Directors at least seventy days
prior to the first anniversary of the preceding year's annual meeting of
shareholders, a shareholder's notice required by this By-law shall also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if it is delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on
the tenth day following the date on which such public announcement is first
made by the Corporation.
(b) Special Meetings of Shareholders. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
shareholders at which Directors are to be elected pursuant to the
Corporation's notice of meeting (1) by or at the direction of the Board of
Directors or (2) by any shareholder of the Corporation who was a shareholder
of record at the time of giving of notice provided for in this By-law, who is
entitled to vote at the meeting, and who complies with the notice procedures
set forth in this By-law. Nominations by shareholders of persons for election
to the Board of Directors may be made at such a special meeting of
shareholders if the shareholder's notice required by Subsection 2.15(a)(2) is
delivered to the Secretary at the principal executive offices of the
Corporation no earlier than ninety days prior to such special meeting and not
later than the close of business on the later of the sixtieth day prior to
such special meeting or the tenth day following the date on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.
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(c) General.
(1) Only persons who are nominated in accordance with the
procedures set forth in this By-law shall be eligible to serve as Directors,
and only such business shall be conducted at a meeting of shareholders as
shall have been brought before the meeting in accordance with the procedures
set forth in these By-laws. Except as otherwise provided by law, the Articles
of Incorporation, or the By-laws of the Corporation, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance with
the procedures set forth in these By-laws and, if any proposed nomination or
business is not in compliance with these By-laws, to declare that such
defective proposal or nomination shall be disregarded.
(2) For purposes of this By-law, "public announcement" means
disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14, or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this By-law, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this By-law. Nothing in this By-law shall be deemed to affect any
rights of shareholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act. (As adopted
4/19/91.)
ARTICLE 3. BOARD OF DIRECTORS
Section 3.01. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors. The Board of
Directors may exercise all such powers of the Corporation and may do all such
lawful acts and things as are not by law or the Articles of Incorporation or
these By-laws expressly required to be exercised or done by the shareholders.
Section 3.02. Election of Directors. Subject to the Articles of
Incorporation, the common shareholders shall elect one class of Directors at
each annual meeting of shareholders. At each election of Directors, each
common shareholder entitled to vote shall have the right to vote, in person or
by proxy, the number of common shares owned by him and entitled to vote, for
as many persons as the number of the class to be elected. Cumulative voting
shall not be permitted. The election of Directors may be conducted by written
ballot, but need not be conducted by written ballot unless required by a rule
or motion adopted by the shareholders. (As amended 2/12/76.)
Section 3.03. Number, Terms, Classification, and Qualifications.
Subject to the Articles of Incorporation:
(a) The number of Directors shall be eleven. (As amended 10/29/80,
1/31/83, 2/5/85, 8/5/86, 3/13/90, 5/5/92, 11/2/92, 5/11/93, 2/14/94, 5/10/94,
11/13/95, and 5/14/96.)
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(b) The Directors shall be divided into three classes, each of
which shall be as nearly equal in number as possible. The term of office of
one class shall expire in each year. At each annual meeting of the
shareholders a number of Directors equal to the number of the class whose term
expires at the annual meeting shall be elected for a term ending when
Directors are elected at the third succeeding annual meeting. Section 6.03 of
the Articles of Incorporation shall apply if there is a failure in any one or
more years to elect one or more Directors or to elect any class of Directors.
(As Amended 2/4/86.)
(c) The number of Directors may be increased or decreased from time
to time by amendment of this Section, but no decrease shall have the effect of
shortening the term of any incumbent Director. Any new Directorships shall be
assigned to classes, and any decrease in the number of Directors shall be
scheduled, in such a manner that the three classes of Directors shall be as
nearly equal in number as possible.
(d) The term of each Director shall begin at the time of his
election. Unless sooner removed as provided in the Articles of Incorporation
or elected to fill a vacancy with a shorter unexpired term pursuant to Section
3.04, each Director shall serve for a term ending when Directors are elected
at the third succeeding annual meeting of shareholders.
However, any Director may resign at any time by delivering his written
resignation to the Chairman, Vice-Chairman, President, or Secretary of the
Corporation. The resignation shall take effect immediately upon delivery,
unless it states a later effective date. (As amended 8/1/79.)
(e) Directors need not be residents of the State of Iowa or
shareholders of the Corporation.
(As amended 4/23/64, 4/15/70, 2/12/76, 7/23/76, 1/11/77, 4/18/77, 7/28/77,
7/29/77, 2/27/78, and 2/4/86.)
Section 3.04. Vacancies in Board. Any vacancy occurring in the Board
of Directors for any reason, and any Directorship to be filled by reason of an
increase in the number of Directors, may be filled by the affirmative vote of
a majority of the Directors then in office even if less than a quorum
(notwithstanding Sections 3.09 and 3.11). Except as otherwise provided in
Section 6.03 of the Articles of Incorporation, a Director elected as provided
in this Section shall be elected for the unexpired term of his predecessor in
office or the unexpired term of the class of Directors to which his new
Directorship is assigned. However, if a Director is elected to fill a vacancy
caused by the resignation of a predecessor whose resignation has not yet
become effective, the new Director's term shall begin when his predecessor's
resignation becomes effective. (As amended 4/23/64 and 2/12/76.)
Section 3.05. Regular Meetings. A regular meeting of the Board of
Directors may be held without notice other than this Section, promptly after
and at the same place as each annual meeting of shareholders. Other regular
meetings of the Board of Directors may be held at such time and at such places
as shall be fixed by (or pursuant to authority granted by) resolution or
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motion adopted by the Board of Directors from time to time, without notice
other than such resolution or motion. However, unless both the time and place
of a regular meeting shall be fixed by the Board of Directors, notice of such
meeting shall be given as provided in Section 3.08.
Section 3.06. Special Meetings. Special meetings of the Board of
Directors may be called, and the time and place thereof fixed, by the Chairman
of the Board of Directors or the Vice-Chairman or the President or the
Secretary or by a majority of the Directors then in office. (As amended
4/23/64 and 8/1/79.)
Section 3.07. Place of Meetings. Any regular meeting or special
meeting of the Board of Directors may be held at any place, either within or
without the State of Iowa. The place of each meeting of the Board of
Directors shall be fixed as provided in these By-laws, or by waiver or waivers
of notice fixing the place of such meeting and signed by all Directors then in
office. If no designation is made of the place of a meeting of the Board of
Directors, the place of meeting shall be the registered office of the
Corporation in the State of Iowa.
Section 3.08. Notice of Special Meetings. Written or printed notice
stating the place, day, and hour of a special meeting of the Board of
Directors shall be delivered before the time of the meeting, either personally
or by mail or by telegram, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail addressed to the Director at his address as it appears on the records of
the Corporation, with postage thereon prepaid. If given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph
company, addressed to the Director at his address as it appears on the records
of the Corporation. Neither the business to be transacted at, nor the purpose
of, any meeting of the Board of Directors need be specified in the notice of
such meeting. (As amended 7/7/88.)
Section 3.09. Quorum. Except as otherwise expressly provided by the
Articles of Incorporation or these By-laws, a majority of the number of
Directors fixed by these By-laws shall constitute a quorum at any meeting of
the Board of Directors.
Section 3.10. Adjourned Meetings. Any meeting of the Board of
Directors may be adjourned from time to time and to any place, without further
notice, by the affirmative vote of a majority of the Directors present at the
meeting, even if less than a quorum. At any adjourned meeting at which a
quorum shall be present, any business may be conducted which might have been
transacted at the meeting as originally notified. (As amended 4/29/91.)
Section 3.11. Vote Required for Action. Except as otherwise provided
in these By-laws, the affirmative vote of a majority of the number of
Directors fixed by these By-laws shall be required for and shall be sufficient
for the adoption of any motion or resolution or the taking of any action at
any meeting of the Board of Directors. However, the following actions may be
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taken by the affirmative vote of a majority of the Directors present at the
meeting, even if less than a quorum: election or appointment of a Chairman or
temporary Secretary of the meeting (if necessary), or adoption of any motion
to adjourn or recess the meeting or any proper amendment of any such motion.
Whenever the minutes of any meeting of the Board of Directors shall state that
any motion or resolution was adopted or that any action was taken at such
meeting of the Board of Directors, such minutes shall be prima facie evidence
that such motion or resolution was duly adopted or that such action was duly
taken by the required vote, and such minutes need not state the number of
Directors voting for and against such motion, resolution, or action.
Section 3.12. Voting. Each Director (including, without limiting the
generality of the foregoing, any Director who is also an officer of the
Corporation and any Director presiding at a meeting) may vote on any question
at any meeting of the Board of Directors, except as otherwise expressly
provided in these By-laws. (As amended 4/23/64.)
Section 3.13. Organization. The Chairman of the Board of Directors or
the Vice-Chairman or the President or a Vice-President, as provided in these
By-laws, shall preside at each meeting of the Board of Directors; but if the
Chairman of the Board of Directors, the Vice-Chairman, the President, and each
Vice-President shall be absent or refuse to act, the Board of Directors may
elect or appoint a Chairman to preside at the meeting. The Secretary or an
Assistant Secretary, as provided in these By-laws, shall act as Secretary of
each meeting of the
Board of Directors; but if the Secretary and each Assistant Secretary shall be
absent or refuse to act, the Board of Directors may elect or appoint a
temporary Secretary to act as Secretary of the meeting. (As amended 4/23/64
and 8/1/79.)
Section 3.14. Rules and Order of Business. The Board of Directors may
adopt such rules and regulations, not inconsistent with applicable law or the
Articles of Incorporation or these By-laws, as the Board of Directors deems
advisable for the conduct of its meetings. Except as otherwise expressly
required by law or the Articles of Incorporation or these By-laws or such
rules or regulations, meetings of the Board of Directors shall be conducted in
accordance with Robert's Rules of Order, Revised (as further revised from time
to time). Unless otherwise
determined by the Board of Directors, the order of business at the first
meeting of the Board of Directors held after each annual meeting of
shareholders, and at other meetings of the Board of Directors to the extent
applicable, shall be as follows:
(1) Roll call or other determination of attendance and quorum.
(2) Proof of notice of meeting.
(3) Reading and action upon minutes of preceding meeting and any
other unapproved minutes.
(4) Report of President.
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(5) Reports of other officers and committees.
(6) Election of officers.
(7) Unfinished business.
(8) New business.
(9) Adjournment.
Failure to comply with the requirements of this Section shall not affect the
validity of any action taken at any meeting unless (a) specific and timely
objection is made at the meeting and (b) the person complaining thereto
sustains direct and material damage by reason of such failure.
Section 3.15. Presumption of Assent. A Director of the Corporation who
is present at a meeting of the Board of Directors or a committee thereof at
which action on any corporate matter is taken, shall be presumed to have
assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered or certified
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a Director who voted in
favor of such action.
Section 3.16. Waiver of Notice by Directors. Whenever any notice
whatsoever is required to be given to any Director of the Corporation under
any provision of law or the Articles of Incorporation or these By-laws, a
waiver thereof in writing signed by the Director or Directors entitled to such
notice, whether signed before or after the time of the meeting or event of
which notice is required, shall be deemed equivalent to the giving of such
notice. Neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in any waiver of notice of
such meeting. The attendance of any Director at any meeting of the Board of
Directors shall constitute a waiver by such Director of any notice of such
meeting to which such Director would otherwise be entitled, and shall
constitute consent by such Director to the place, day, and hour of such
meeting and all business which may be conducted at such meeting, unless such
Director attends such meeting and objects at such meeting to any business
conducted because the meeting is not lawfully called or convened. (As amended
4/29/91.)
Section 3.17. Informal Action by Directors. Any action required by law
or the Articles of Incorporation or these By-laws to be taken by vote of or at
a meeting of the Board of Directors, or any action which may or could be taken
at a meeting of the Board of Directors (or of a committee of Directors), may
be taken without a meeting if a consent in writing setting forth the action so
taken shall be signed by all of the Directors then in office (or all of the
members of such committee, as the case may be). Such consent shall have the
same force and effect as unanimous vote. The signing by each such Director
(or by each member of such committee) of any one of several duplicate
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originals or copies of the instrument evidencing such consent shall be
sufficient. The written instrument or instruments evidencing such consent
shall be filed with the Secretary, and shall be kept by the Secretary as part
of the minutes of the Corporation. Such action shall be deemed taken on the
date of such written instrument or instruments as stated therein, or on the
date of such filing with the Secretary, whichever of such two dates occurs
first. (As amended 4/23/64.)
Section 3.18. Committees. The Board of Directors, by resolution
adopted by the affirmative vote of a majority of the number of Directors fixed
by Section 3.03, may designate one or more committees (including, without
limiting the generality of the foregoing, an Executive Committee). Each
committee shall consist of two or more Directors elected or appointed by the
Board of Directors. To the extent provided in such resolution as initially
adopted and as thereafter supplemented or amended by further resolution
adopted by a like vote, any such committee shall have and may exercise, when
the Board of Directors is not in session, all the authority and powers of the
Board of Directors. However, no committee shall have or exercise any
authority prohibited by law.
No member of any committee shall continue to be a member thereof after he
ceases to be a Director of the Corporation.
Unless otherwise ordered by the Board of Directors, the affirmative vote or
consent in writing of all members of a committee shall be required for the
adoption of any motion or resolution or the taking of any action by any such
committee, except that an alternate member may take the place of any absent
member to the extent hereinafter provided.
The Board of Directors may elect or appoint one or more Directors as alternate
members of any such committee. Any such alternate member may take the place
of any absent member, upon request by the Chairman of the Board of Directors
or the Vice-Chairman or the President or the Chairman of such committee. The
vote or consent in writing of such alternate member in the absence of such
member shall have the same effect as the vote or consent in writing of such
member. (As amended 8/1/79.)
The Board of Directors may at any time increase or decrease the number of
members of any committee, fill vacancies therein, remove any member thereof,
adopt rules and regulations therefor, or change the functions or terminate the
existence thereof. The designation of any committee and the delegation
thereto of authority shall not operate to relieve the Board of Directors or
any Director of any responsibility imposed by law. (As amended 4/23/64.)
Section 3.19. Compensation. The Board of Directors may fix or provide
for reasonable compensation of any or all Directors for services rendered to
the Corporation as Directors, officers, or otherwise, including, without
limiting the generality of the foregoing, payment of expenses of attendance
at meetings of the Board of Directors or committees, payment of a fixed sum
for attendance at each meeting of the Board of Directors or a committee,
salaries, bonuses, pensions, pension plans, pension trusts, profit-sharing
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plans, stock bonus plans, stock option plans (subject to approval of the
shareholders if required by law), and other incentive, insurance, and welfare
plans, whether or not on account of prior services rendered to the
Corporation. No such compensation shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
ARTICLE 4. OFFICERS
Section 4.01. Number and Designation. The officers of the Corporation
shall be a Chairman of the Board of Directors, a Vice-Chairman, a President,
one or more Vice-Presidents, a Secretary, a Treasurer, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as the
Board of Directors deems advisable. (As amended 4/23/64 and 8/1/79.)
Section 4.02. Election or Appointment of Officers. At the first
meeting of the Board of Directors held after each annual meeting of
shareholders, the Board of Directors shall elect the officers specifically
referred to in Section 4.01, shall appoint certified public accountants to
perform the annual audit, and shall elect or appoint such other officers and
agents as the Board deems advisable. If in any year the election of officers
does not take place at such meeting, such election shall be held as soon
thereafter as may be convenient. In addition, the Board of Directors may from
time to time elect, appoint, or authorize any officer to appoint such other
officers and agents as the Board deems advisable. Any election may be
conducted by ballot, but need not be conducted by ballot unless required by a
rule, regulation, or motion adopted by the Board of Directors. (As amended
3/3/80.)
Section 4.03. Tenure and Qualifications. Each officer, unless sooner
removed as provided in Section 4.04, shall hold office until his successor
shall be elected or appointed and shall qualify. However, any officer may
resign at any time by filing his written resignation with the President or
Secretary of the Corporation; and such resignation shall take effect
immediately upon such filing, unless a later effective date is stated therein.
Officers need not be residents of the State of Iowa or Directors or
shareholders of the Corporation. Any two or more offices may be held by the
same person.
Section 4.04. Removal. Any officer or agent of the Corporation may be
removed by the Board of Directors whenever in its judgment the best interests
of the Corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election
or appointment of an officer or agent shall not of itself create contract
rights.
Section 4.05. Vacancies. Any vacancy occurring in any office for any
reason may be filled by the Board of of Directors.
Section 4.06. Duties and Powers of Officers. Except as otherwise
expressly provided by law or the Articles of Incorporation or these By-laws,
the duties and powers of all officers and agents of the Corporation shall be
determined and defined from time to time by the Board of Directors. Unless
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otherwise determined by the Board of Directors, the officers referred to in
the following Sections shall have the duties and powers set forth in the
following Sections, in addition to all duties and powers of such officers
prescribed by law or by the Articles of Incorporation or other provisions of
these By-laws. However, the Board of Directors may from time to time alter,
add to, limit, transfer to another officer or agent, or abolish any or all of
the duties and powers of any officer or agent of the Corporation (including,
without limiting the generality of the foregoing, the duties and powers set
forth in the following Sections and in other provisions of these By-laws).
Any person who holds two or more offices at the same time may perform or
exercise any or all of the duties and powers of either or both of such offices
in either or both of such capacities.
Section 4.07. Chairman of the Board of Directors; Vice-Chairman;
President.
(a) The Chairman of the Board of Directors shall preside at all
meetings of shareholders and of the Board of Directors. He shall be
responsible for making recommendations concerning Board policies and
committees, shall maintain Board liaison with the President, and, when
required, because of the inability of the President to act or otherwise, shall
have the same powers as the President on behalf of the Corporation. He may
from time to time, unless otherwise ordered by the Board, authorize or direct
the Vice-Chairman or President to perform any of the duties or exercise any of
the powers of the Chairman. (As amended 10/27/77, 10/30/84, 2/15/88, and
7/29/91.)
(b) The Vice-Chairman shall preside at meetings of the share-
holders or of the Board in the absence of the Chairman. He shall also perform
such other duties as the Chairman may authorize or direct. (As amended
7/29/91.)
(c) The President shall be the chief executive officer of the
Corporation and, subject to the control of the Board, shall supervise,
control, and manage all of the business affairs of the Corporation. He shall
report to the Chairman when the Board is not in session. In the absence of
the Chairman and Vice-Chairman, the President shall preside at meetings of
shareholders and of the Board. Unless otherwise ordered by the Board, the
President (1) may employ, appoint and discharge such employees, agents,
attorneys and accountants (except the certified public accountants appointed
by the Board pursuant to Section 4.02) for the Corporation as he deems
necessary or advisable, and shall prescribe their authority, duties, powers,
and compensation, including, if appropriate, the authority to perform some or
all of the duties or exercise some or all of the powers of the President; (2)
may make and enter into on behalf of the Corporation all deeds, conveyances,
mortgages, leases, contracts, agreements, bonds, reports, releases, and other
documents or instruments which may in his judgment be necessary or advisable
in the ordinary course of the Corporation's business or which shall be
authorized by the Board; (3) shall see that all Corporation policies and all
orders and resolutions of the Board are carried into effect; and (4) shall
have all the usual duties and powers of the President of a corporation and
such other duties and powers as may be prescribed from time to time by the
Board. (As amended 7/29/91.)
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Section 4.08. Vice-Presidents. Each Vice-President shall have such
duties and powers as may be prescribed from time to time by the President or
the Board of Directors. (As amended 4/23/64 and 10/27/77.)
Section 4.09. Secretary. The Secretary:
(a) shall, when present, act as Secretary of each meeting of the
shareholders and of the Board of Directors;
(b) shall keep the minutes of the meetings of the shareholders and
the Board of Directors in one or more books provided for that purpose;
(c) shall see that all notices are duly given and that lists of
shareholders are made and filed as required by law or the Articles of
Incorporation or these By-laws;
(d) shall be custodian of the corporate records and the seal of the
Corporation and shall, when duly authorized, see that the seal is affixed to
any instrument requiring it;
(e) shall keep a record of the Directors, giving the names and
addresses of all Directors; and (As amended 4/23/64 and 2/19/79.)
(f) shall have all the usual duties and powers of the Secretary of
a corporation and such duties and powers as may be prescribed from time to
time by the President or the Board of Directors. (As amended 2/19/79.)
Section 4.10. Treasurer. The Treasurer:
(a) shall have charge and custody of and be responsible for all
funds, securities, and evidences of indebtedness belonging to the Corporation;
(b) shall receive and give receipts for moneys due and payable to
the Corporation from any source whatever;
(c) shall see that all such moneys are deposited in the name of and
to the credit of the Corporation in such depositories as shall be designated
by or pursuant to authority granted by the Board of Directors;
(d) shall cause the funds of the Corporation to be disbursed when
and as duly authorized to do so;
(e) shall see that correct and complete books of account and
financial statements are kept and prepared in accordance with generally
accepted accounting principles except to the extent such duties are assigned
by the President to other officers or employees of the Corporation; (As
amended 2/13/77.)
(f) shall have all the usual duties and powers of the Treasurer of
a corporation and such duties and powers as may be prescribed from time to
time by the President or the Board of Directors; (As amended 2/13/77.)
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(g) shall keep at the registered office or principal place of
business of the Corporation a record of its shareholders (which shall be part
of the stock transfer books of the Corporation), giving the names and
addresses of all shareholders and the number and class of the shares held by
each; and (As amended 2/19/79.)
(h) shall have charge of the stock transfer books of the
Corporation, and shall record the issuance and transfer of shares, except to
the extent that such duties shall be delegated by the Board of Directors to a
transfer agent or registrar. (As amended 2/19/79.)
Section 4.11. Assistant Secretaries. In the absence of the Secretary
or in the event of his death or inability or refusal to act, the Assistant
Secretary (or, if there shall be more than one, the Assistant Secretaries in
the order designated by the Board of Directors from time to time, or, in the
absence of any such designation, in the order in which their names shall
appear in the minutes showing their election) shall perform the duties and
exercise the powers of the Secretary. Each Assistant Secretary shall also
have such duties and powers as may be prescribed from time to time by the
Secretary or the President or the Board of Directors. (As amended 4/23/64.)
Section 4.12. Assistant Treasurers. In the absence of the Treasurer or
in the event of his death or inability or refusal to act, the Assistant
Treasurer (or, if there shall be more than one, the Assistant Treasurers in
the order designated by the Board of Directors from time to time, or, in the
absence of any such designation, in the order in which their names shall
appear in the minutes showing their election) shall perform the duties and
exercise the powers of the Treasurer. Each Assistant Treasurer shall also
have such duties and powers as may be prescribed from time to time by the
Treasurer or the President or the Board of Directors. (As amended 4/23/64.)
Section 4.13. Compensation. The Board of Directors may fix or provide
for, or may authorize any officer to fix or provide for, reasonable
compensation of any or all of the officers and agents of the Corporation,
including, without limiting the generality of the foregoing, salaries,
bonuses, payment of expenses, pensions, pension plans, pension trusts,
profit-sharing plans, stock bonus plans, stock option plans (subject to
approval of the shareholders if required by law), and other incentive,
insurance, and welfare plans, whether or not on account of prior services
rendered to the Corporation. (As amended 4/23/64.)
Section 4.14. Bond. The Board of Directors may require an officer or
agent to give a bond for the faithful performance of his duties, in such
amount and with such surety or sureties as the Board of Directors deems
advisable.
ARTICLE 5. SHARES AND CERTIFICATES
Section 5.01. Issuance of and Consideration for Shares. Shares and
securities convertible into shares of the Corporation may be issued for such
consideration as shall be fixed from time to time by the Board of Directors,
and may be issued to such persons as may be designated from time to time by or
pursuant to authority granted by the Board of Directors, except as otherwise
required by law or the Articles of Incorporation or these By-laws. (As
amended 5/12/97.)
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Section 5.02. Restrictions on Issuance of Shares and Certificates. No
share of the Corporation shall be issued until such share is fully paid as
provided by law. (As amended 5/12/97.)
No fractional share or certificate representing any fractional share shall be
issued unless expressly authorized by the Board of Directors.
No new certificate shall be issued in place of any certificate until the old
certificate for a like number of shares shall have been surrendered and
cancelled, except as otherwise provided in Section 5.04.
Section 5.03. Certificates Representing Shares. Each shareholder shall
be entitled to a certificate or certificates representing the shares of the
Corporation owned by him. Certificates representing shares of the Corporation
shall be in such form as shall be determined by or pursuant to authority
granted by the Board of Directors. Each certificate shall be signed by the
President or a Vice-President and by the Secretary or an Assistant Secretary,
and the corporate seal may be affixed thereto. All certificates shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, and the number and
class of shares and date of issuance, shall be entered on the stock transfer
books of the Corporation.
Section 5.04. Lost, Destroyed, Stolen, or Mutilated Certificates. The
Board of Directors may authorize a new certificate to be issued in place of
any certificate alleged to have been lost, destroyed, or stolen, or which
shall have been mutilated, upon production of such evidence and upon
compliance with such conditions as the Board of Directors may prescribe.
Section 5.05. Transfer of Shares. Shares of the Corporation shall be
transferable only on the stock transfer books of the Corporation, by the
holder of record thereof or by his duly authorized attorney or legal
representative (who shall furnish such evidence of authority to transfer as
the Corporation or its agent may reasonably require), upon surrender to the
Corporation for cancellation of the certificate representing such shares, duly
endorsed or with a proper written assignment or power of attorney duly
executed and attached thereto, and with such proof of the authenticity of
signatures as the Corporation or its agent may reasonably require. The
Corporation shall cancel the old certificate, issue a new certificate to the
person entitled thereto, and record the transaction on its stock transfer
books. However, if the applicable law permits shares to be transferred in a
different manner, then to the extent required to comply with such law all
references in this Section to "shares" shall mean the rights against the
Corporation inherent in or arising out of such shares.
Section 5.06. Shareholders of Record; Change of Name or Address. The
Corporation shall be entitled to recognize the exclusive right of a person
shown on its stock transfer books as the holder of shares to receive notices
and dividends, to vote as such holder, and to have and exercise all other
rights deriving from such shares, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any
other person, whether or not it shall have actual or constructive notice
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thereof. Unless the context or another provision of these By-laws clearly
indicates otherwise, all references in these By-laws to "shareholders" and
"holders" shall mean the shareholders of record as shown on the stock transfer
books of the Corporation.
Each shareholder and each Director shall promptly notify the Secretary in
writing of his correct address and any change in his name or address from time
to time. If any shareholder or Director fails to give such notice, neither
the Corporation nor any of its Directors, officers, agents, or employees shall
be liable or responsible to such shareholder or Director for any error or loss
which might have been prevented if such notice had been given. (As amended
4/23/64.)
Section 5.07. Regulations. The Board of Directors may adopt such rules
and regulations, not inconsistent with applicable law or the Articles of
Incorporation or these By-laws, as it deems advisable concerning the issuance,
transfer, conversion, and registration of certificates representing shares of
the Corporation.
ARTICLE 6. GENERAL PROVISIONS
Section 6.01. Seal. The corporate seal shall be circular in form and
shall have inscribed thereon the name of the Corporation and the words
"Corporate Seal" and "Iowa". The seal may be affixed by causing it or a
facsimile thereof to be impressed or reproduced or otherwise.
Section 6.02. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors from time to time.
Section 6.03. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on the outstanding shares in
the manner and upon the terms and conditions provided by law and the Articles
of Incorporation.
Section 6.04. Execution of Documents and Instruments. All deeds and
conveyances of real estate, mortgages of real estate, and leases of real
estate (for an initial term of five years or more) to be executed by the
Corporation shall be signed in the name of the Corporation by the Chairman of
the Board of Directors or the Vice-Chairman or the President or a
Vice-President and signed or attested by the Secretary or an Assistant
Secretary, and the corporate seal shall be affixed thereto.
All other documents or instruments to be executed by the Corporation
(including, without limiting the generality of the foregoing, contracts,
agreements, bonds, reports, notices, releases, promissory notes, and evidences
of indebtedness; and deeds, conveyances, mortgages, and leases other than
those referred to in the preceding sentence) shall be signed in the name of
the Corporation by any one or more of the officers of the Corporation, with or
without the corporate seal.
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However, from time to time the Board of Directors or the Chairman of the Board
of Directors or the Vice-Chairman or the President may alter, add to, limit,
transfer to another officer or agent, or abolish the authority of any officer
or officers to sign any or all documents or instruments, or may authorize the
execution of any document or instrument by any person or persons, with or
without the corporate seal, and such action may be either general or confined
to specific instances. (As amended 4/23/64 and 8/1/79.)
Section 6.05. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by or pursuant to authority granted by the Board of
Directors. Such authorization may be either general or confined to specific
instances.
Section 6.06. Checks and Drafts. All checks and drafts issued in the
name of the Corporation shall be signed by such person or persons and in such
manner as shall be authorized by or pursuant to authority granted by the Board
of Directors.
Section 6.07. Voting of Shares Owned by Corporation. Any shares or
securities of any other corporation or company owned by this Corporation may
be voted at any meeting of shareholders or security holders of such other
corporation or company by the Chairman of the Board of Directors of this
Corporation. Whenever in the judgment of the Chairman of the Board of
Directors it shall be advisable for the Corporation to execute a proxy or
waiver of notice or to give a consent with respect to any shares or securities
of any other corporation or company owned by this Corporation, such proxy,
waiver, or consent shall be executed in the name of this Corporation, as
directed by the Chairman of the Board of Directors, without necessity of any
authorization by the Board of Directors. Any person or persons so designated
as the proxy or proxies of this Corporation shall have full right, power, and
authority to vote such shares or securities on behalf of this Corporation. In
the absence of the Chairman of the Board of Directors or in the event of his
death or inability to act, the Vice-Chairman may perform the duties and
exercise the powers of the Chairman of the Board of Directors under this
Section. The provisions of this Section shall be subject to any specific
directions by the Board of Directors. (As amended 4/23/64 and 8/1/79.)
Section 6.08. Interest of Directors in Transactions. In the absence of
fraud, any contract or other transaction between the Corporation and any or
all of its Directors (including, without limiting the generality of the
foregoing, any authorization of or payment of compensation to any Director or
officer of the Corporation), or between the Corporation and any person or
party in which any or all of the Directors of the Corporation are interested
or with which they are connected (whether as shareholders, directors,
officers, owners, partners, members, employees, or otherwise) shall be valid
for all purposes, notwithstanding the presence of such Director or Directors
at the meeting of the Board of Directors which shall act upon or with respect
to such contract or transaction, and notwithstanding his or their
participation in and vote upon such action, if the fact of such interest shall
be disclosed or otherwise known to the Board of Directors prior to or at the
time of the taking of such action. Such interested Director or Directors are
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hereby expressly authorized to vote upon any action of the Board of Directors
upon or with respect to such contract or transaction; may be counted in
determining whether a quorum is present; and may be included in the majority
necessary to take such action. Each Director of the Corporation is hereby
expressly relieved, in the absence of fraud, from any liability which might
otherwise exist or arise from contracting with the Corporation for the benefit
of himself or any person or party in which he may be in any way interested or
with which he may be in any way connected.
Any contract, transaction, or action of the Corporation or of the Board of
Directors which shall be ratified at any meeting of shareholders by the
affirmative vote of the holders of a majority of the outstanding common shares
entitled to vote, shall be as valid and as binding as though expressly
authorized in writing by every shareholder of the Corporation. However, any
failure of the shareholders to approve or ratify such contract, transaction,
or action, when and if submitted, shall not be deemed in any way to render the
same invalid or to deprive the Directors or officers of authority to proceed
with such contract,
transaction, or action.
This Section shall not be construed to invalidate any contract or transaction
which would otherwise be valid, nor as a limitation upon the powers of the
Directors or officers, nor as a requirement that any contract or transaction
of the Corporation be approved or ratified by the shareholders.
Section 6.09. Limitation of Personal Liability. The limitation of
liability of Directors and officers shall be limited as follows:
(a) No Director of the Corporation shall be liable to the Corporation
or to any shareholder or shareholders except as provided in the Articles of
Incorporation or applicable law. The liability of Directors shall be limited
or removed to the maximum extent provided either by the Articles of
Incorporation or by applicable law, and these provisions shall be liberally
construed to carry out this purpose. For purposes of this Section, "Director"
means any person who is or was a Director of the Corporation and any person
who, while a Director of the Corporation, is or was serving at the request of
the Corporation as a Director, officer, partner, trustee, employee, or agent
of another foreign or domestic corporation, partnership, joint venture, trust,
other enterprise, or employee benefit plan. Heirs, beneficiaries, and
personal representatives of the Director are included.
(b) No officer of the Corporation shall be liable to the Corporation or
to any shareholder or shareholders for any act, omission, or negligence,
except for loss directly resulting from his or her willful or reckless
misconduct. This Section is in addition to all other limitations of liability
contained in applicable law, the Articles of Incorporation, or other
provisions of these By-laws. The liability of officers shall be limited or
removed to the maximum extent provided by this Section, other provisions of
these By-laws, the Articles of Incorporation, or applicable laws, and these
By-laws shall be liberally construed to carry out this purpose. (As amended
5/12/97.)
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<PAGE>
Section 6.10. Indemnification. The Corporation may advance expenses
and indemnify any Qualified Person. For purposes of this Section, "Qualified
Person" means 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 including, without
limitation, an action or suit by or in the right of the Corporation)
(collectively, "Action") by reason of the fact that he or she 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, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, other enterprise, or employee benefit plan. The
indemnification may be against expenses (including attorneys fees),
judgments, fines, and amounts paid or incurred in settlement which the
Qualified Person actually and reasonably incurred in connection with the
Action, in the manner and to the extent provided in this Section.
(a) Indemnification may be made in the following independent and
alternative methods:
(1) In the manner and to the extent provided by Iowa law;
(2) If and to the extent that the Board of Directors determines
that the person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation.
This determination may be made (notwithstanding Sections 3.09 and 3.11) by:
(i) a majority vote of a quorum consisting of Directors who are not at the
time parties to the Action; (ii) if a quorum cannot be obtained under (i), a
majority vote of a committee duly designated by the Board of Directors, in
which designation Directors who are parties may participate, consisting solely
of two or more Directors not at the time parties to the proceeding; (iii)
special legal counsel, selected by the Board of Directors by a majority vote
of a quorum consisting of Directors who are not parties at the time to the
Action or, if the requisite quorum of the full Board cannot be obtained, by a
majority vote of the full Board, in which Directors who are parties may
participate; or (iv) the shareholders.
(3) In accordance with any agreement authorized by the Board of
Directors before the commencement of the Action;
(4) If and to the extent authorized by action of the
shareholders; or
(5) In any other manner not prohibited by Iowa law.
(b) Restrictions and presumptions required by law with regard to
indemnification referred to in Subsection (a)(1) shall not apply to
indemnification under Subsections (a)(2), (3), (4), or (5); provided, however,
that indemnification shall not be provided in any case for:
(1) A breach of a person s duty of loyalty to the Corporation or
its shareholders;
(2) Acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law;
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(3) A transaction from which the person derives an improper
personal benefit; or
(4) Acts arising under Iowa Code Section 490.858, as amended from
time to time.
(c) To the extent that a Qualified Person has been successful on the
merits or otherwise in defense of any Action, or in defense of any claim,
issue, or material therein, he or she shall be indemnified against expenses
(including attorneys fees) actually and reasonably incurred by him or her in
connection with such Action.
(d) Any indemnification of a Qualified Person may be both as to action
in his or her official capacity and as to action in another capacity while
holding such official capacity; shall continue as to a Qualified Person who
has ceased to be a Director, officer, employee, or agent; and shall inure to
the benefit of the heirs, beneficiaries, and personal representatives of the
Qualified Person.
(e) Indemnification may be made either by direct payment by the
Corporation or by reimbursement to the Qualified Person. (As amended 2/15/88
and 5/12/97.)
Section 6.11. Reliance on Documents. Each Director and officer shall,
in the performance of his duties, be fully protected in relying and acting in
good faith upon the books of account or other records of the Corporation, or
reports made or financial statements presented by any officer of the
Corporation or by an independent public or certified public accountant or firm
of such accountants or by an appraiser selected with reasonable care by the
Board of Directors or by any committee thereof; and each Director and officer
is hereby expressly relieved from any liability which might otherwise exist or
arise from or in connection with any such action.
Section 6.12. Effect of Partial Invalidity. If a court of competent
jurisdiction shall adjudge to be invalid any clause, sentence, paragraph,
section, or part of the Articles of Incorporation or these By-laws, such
judgment or decree shall not affect, impair, invalidate, or nullify the
remainder of the Articles of Incorporation or these By-laws, but the effect
thereof shall be confined to the clause, sentence, paragraph, section, or part
so adjudged to be invalid.
Section 6.13. Definitions. Any word or term which is defined in the
Iowa Business Corporation Act shall have the same meaning wherever used in the
Articles of Incorporation or in these By-laws, unless the context or another
provision of the Articles of Incorporation or these By-laws clearly indicates
otherwise. Wherever used in the Articles of Incorporation or in these
By-laws, unless the context or another provision of the Articles of
Incorporation or these By-laws clearly indicates otherwise, the use of the
singular shall include the plural, and vice versa; and the use of any gender
shall be applicable to any other gender. Wherever used in the Articles of
Incorporation or in these By-laws, the word "written" shall mean written,
typed, printed, duplicated, or reproduced by any process. (As amended
4/23/64.)
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Section 6.14. Authority to Carry Out Resolutions and Motions. Each
resolution or motion adopted by the shareholders or by the Board of Directors
shall be deemed to include the following provision, unless the resolution or
motion expressly negates this provision: The officers of the Corporation are
severally authorized on behalf of the Corporation to do all acts and things
which may be necessary or convenient to carry out this resolution (motion),
including, without limitation, the authority to make, execute, seal, deliver,
file, and perform all appropriate contracts, agreements, certificates,
documents, and instruments.
The foregoing provision shall automatically be a part of the resolution or
motion even though not stated in the minutes; and any officer may state or
certify that the foregoing provision is included in the resolution or motion.
(Added entire section 8/3/82.)
ARTICLE 7. AMENDMENTS
Section 7.01. Reservation of Right to Amend. The Corporation expressly
reserves the right from time to time to amend these By-laws, in the manner now
or hereafter permitted by the provisions of the Articles of Incorporation and
these By-laws, whether or not such amendment shall constitute or result in a
fundamental change in the purposes or structures of the Corporation or in the
rights or privileges of shareholders or others or in any or all of the
foregoing. All rights and privileges of shareholders or others shall be
subject to this reservation. Wherever used in these By-laws with respect to
the By-laws, the word "amend," "amended," or "amendment" includes and applies
to the amendment, alteration, or repeal of any or all provisions of the
By-laws or the adoption of new By-laws. (As amended 4/28/66.)
Section 7.02. Procedure to Amend. Any amendment to these By-laws may
be adopted at any meeting of the Board of Directors by the affirmative vote of
a majority of the number of Directors fixed by Section 3.03. No notice of any
proposed amendment to the By-laws shall be required. (As amended 4/28/66.)
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Exhibit 5.1
May 12, 1997
HON INDUSTRIES Inc.
414 East Third Street
P.O. Box 1109
Muscatine, IA 52761-7109
Re: 1997 Equity Plan for Non-Employee Directors
Ladies and Gentlemen:
I, Acting General Counsel of HON INDUSTRIES Inc., an Iowa corporation (the
"Company"), have acted as counsel for the Company in connection with the 1997
Equity Plan for Non-Employee Directors (the "Plan"). I have examined such
documents, records and matters of law as I have deemed necessary for purposes
of this opinion, and based thereupon I am of the opinion that the 200,000
shares of Common Stock, $1.00 par value per share, that are the subject of the
Company s Registration Statement on Form S-8 and that may be issued or
transferred and sold pursuant to the Plan (the "Shares") will be, when issued
or transferred and sold in accordance with the Plan, duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares under the Securities Act of 1933.
Sincerely,
/s/ Jeffrey D. Fick
Jeffrey D. Fick
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the 1997 Equity Plan for Non-Employee
Directors of our report dated January 30, 1996, with respect to the 1994
and 1995 consolidated financial statements and schedule of HON INDUSTRIES
Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year
ended December 28, 1996, filed with the Securities and Exchange Commission.
Chicago, Illinois
May 14, 1997
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
-33-<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
January 30, 1997, included in the HON INDUSTRIES Inc. and Subsidiaries Annual
Report on Form 10-K for the year ended December 28, 1996, and to all
references to our Firm included in this registration statement.
Chicago, Illinois
May 14, 1997
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
-34-
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint David
C. Stuebe and Jeffrey D. Fick, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Jack D. Michaels
Jack D. Michaels
-35-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels and Jeffrey D. Fick, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ David C. Stuebe
David C. Stuebe
-36-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Melvin L. McMains
Melvin L. McMains
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Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Robert W. Cox
Robert W. Cox
-38-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ W. James Farrell
W. James Farrell
-39-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Stanley M. Howe
Stanley M. Howe
-40-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Robert L. Katz
Robert L. Katz
-41-
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Lee Liu
Lee Liu
-42-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as her
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
her substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Celeste C. Michalski
Celeste C. Michalski
-43-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Michael S. Plunkett
Michael S. Plunkett
-44-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Herman J. Schmidt
Herman J. Schmidt
-45-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Richard H. Stanley
Richard H. Stanley
-46-<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, as an officer and/or director of HON INDUSTRIES Inc.,
an Iowa corporation (the "Company"), does hereby constitute and appoint Jack
D. Michaels, David C. Stuebe, and Jeffrey D. Fick, and each of them, as his
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8 relating to the
registration of shares of the Company s Common Stock, $1.00 par value,
pursuant to the Company s 1997 Equity Plan for Non-Employee Directors and to
sign any and all amendments (including post-effective amendments) thereto, and
to file the same, with exhibits and schedules thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, thereby ratifying and confirming all that said attorney-in-fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of May,
1997.
/s/ Lorne R. Waxlax
Lorne R. Waxlax
-47-
