Honeywell 2005 Annual Report Download - page 137

stock of the corporation entitled to vote generally in the election of Directors (the "Voting Stock"), voting together as a single class, and shall hold office until
the next annual meeting of stockholders and until their successors have been elected and qualified. Directors serving on April 25, 2005 shall hold office until
the next succeeding annual meeting of stockholders and until their successors shall have been elected and qualified, notwithstanding that such directors may
have been elected for a term that extended beyond the date of such annual meeting of stockholders. No Director need be a stockholder.
Except as otherwise provided pursuant to this Certificate of Incorporation relating to the rights of certain holders of Preferred Stock to elect Directors
under specified circumstances, newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining
Directors then in office, even if less than a quorum of the Board of Directors, or by a sole remaining director. Any Director elected in accordance with the
preceding sentence shall hold office until the annual meeting of stockholders at which the term of office of the class to which such Director has been elected
expires, and until such Director's successor shall have been elected and qualified. No decrease in the number of Directors constituting the Board of Directors
shall shorten the term of any incumbent Director.
Subject to the rights of certain holders of Preferred Stock to elect Directors under circumstances specified in this Certificate of Incorporation, Directors
may be removed from office, with or without cause, by the affirmative vote of the holders of a majority of the Voting Stock, voting together as a single class.
EIGHTH: The By-laws of the corporation may contain provisions, not inconsistent with law or this Certificate of Incorporation, relating to the
management of the business of the corporation, the regulation of its affairs, the transfer of its stock, the qualifications, compensation and powers and duties of
its Directors and the time and place and the manner of calling the meetings of its stockholders and Directors.
The Board of Directors may from time to time fix, determine and vary the amount of the working capital of the corporation, may determine what part, if
any, (i) of its surplus or (ii) in case there shall be no such surplus, of its net profits for the fiscal year in which the dividend is declared and/or the preceding
fiscal year shall be declared as dividends and paid to the stockholders, may determine the time or times for the declaration and payment of dividends, the
amount thereof and whether they are to be in cash, property or shares of the capital stock of the corporation and may direct and determine the use and
disposition of any surplus over and above the capital of the corporation.
The Board of Directors may from time to time make, amend, supplement or repeal the By-laws; provided, however, that the stockholders may change or
repeal any By-law adopted by the Board of Directors.
The Board of Directors shall, except as otherwise provided by law, this Certificate of Incorporation or the By-laws, exercise the powers of the
corporation.
Pursuant to the By-laws, an Executive Committee and/or one or more other committees may be appointed from among the Directors or otherwise, to
which may be delegated any of or all the powers and duties of the Board of Directors, to the full extent permitted by law.
Except as otherwise required by law and subject to the rights of the holders of Preferred Stock pursuant to the provisions of this Certificate of
Incorporation, special meetings of stockholders may be called only by the Chief Executive Officer or by the Board of Directors pursuant to a resolution
approved by a majority of the then authorized number of Directors of the corporation (as determined in accordance with the By-laws).
No contract or other transaction of the corporation shall be void, voidable, fraudulent or otherwise invalidated, impaired or affected, in any respect, by
reason of the fact that any one or more of the officers, Directors or stockholders of the corporation shall individually be party or parties thereto or otherwise
interested therein, or shall be officers, directors or stockholders of any other corporation or corporations which shall be party or parties thereto or otherwise
interested therein; provided that such contract or other transactions be duly authorized or
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