Honeywell 2005 Annual Report Download - page 146

new record date for any adjourned meeting after the adjournment, notice of an adjourned meeting need not be given if the time and place to which the meeting
shall be adjourned were announced at the meeting at which the adjournment was taken.
SECTION 5. Quorum. At each meeting of Stockholders of the Corporation, the holders of a majority of the shares of capital stock of the Corporation
entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, except as otherwise
provided by law. In the absence of a quorum, the chairman of the meeting or a majority in interest of those present in person or represented by proxy and
entitled to vote at the meeting may adjourn the meeting from time to time until a quorum shall be present.
SECTION 6. Order of Business. The order of business at all meetings of Stockholders shall be as determined by the chairman of the meeting.
SECTION 7. Voting. Except as otherwise provided in the Certificate of Incorporation, at each meeting of Stockholders, every Stockholder of the
Corporation shall be entitled to one vote for every share of capital stock standing in his name on the stock record of the Corporation (i) at the time fixed
pursuant to Section 6 of Article VII of these By-laws as the record date for the determination of Stockholders entitled to vote at such meeting, or (ii) if no such
record date shall have been fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given. At each meeting of
Stockholders, except as otherwise provided by law or in the Certificate of Incorporation or these By-laws, in all matters other than the election of directors,
the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote on the subject matter shall be the act of the
Stockholders.
SECTION 8. Inspectors. In advance of any meeting of Stockholders, the Board shall appoint one or more inspectors to act at the meeting and make a
written report thereof and may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at
a meeting, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector shall take and sign such oath and perform
such duties as shall be required by law and may perform such other duties not inconsistent therewith as may be requested by the Corporation.
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