Danaher 2011 Annual Report Download - page 136

Corporation and shall perform all duties and have all powers that are delegated to such officer from time to time by the Board of Directors or that are
commonly incident to the office of chief executive.
Section 6. Vice-Presidents. Each Vice-President shall perform such duties and shall have such powers as the Board of Directors or the President may
from time to time prescribe, or that are commonly incident to the office to which appointed. At the request of the President or in his or her absence or in the
event of his or her inability or refusal to act (and if there be no Chairman of the Board of Directors able or willing to act), the Vice-President or the Vice-
Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the President. The Board of Directors may assign to any Vice-President the title of Executive Vice-
President, Senior Vice-President or any other title selected by the Board of Directors.
Section 7. Secretary. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the President may from time to
time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without
limitation the duty and power to attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book
or books to be kept for that purpose (as well as like duties for the standing committees when required), and to give, or cause to be given, notice of all meetings
of the stockholders and special meetings of the Board of Directors. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of
the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may
choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the
Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his or her signature.
Section 8. Treasurer. The Treasurer shall perform such duties and shall have such powers as the Board of Directors or the President may from time to
time prescribe. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without
limitation the duty and power to have the custody of the corporate funds and securities, keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation and deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the President and the Board of Directors when the Board of Directors so requires, an account of
all his or her transactions as Treasurer and of the financial condition of the Corporation.
Section 9. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such
duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice-President
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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