Honeywell 2005 Annual Report Download - page 147

ARTICLE III
DIRECTORS
SECTION 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board. The Board may exercise all
such authority and powers of the Corporation and do all such lawful acts and things as are not by law or otherwise directed or required to be exercised or done
by the Stockholders.
SECTION 2. Number, Election and Terms. The authorized number of directors may be determined from time to time by vote of a majority of the then
authorized number of directors or by the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting together as a single class; provided, however, that such number shall not be less than
13 nor more than 23, and that such number shall automatically be increased by two in the event of default in the payment of dividends on the Preferred Stock
under the circumstances described in the Certificate of Incorporation. The directors, other than those who may be elected by the holders of the Preferred Stock
of the Corporation pursuant to the Certificate of Incorporation, shall hold office until the next annual meeting of stockholders and until their successors have
been elected and qualified. Except as otherwise provided in the Certificate of Incorporation, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board 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, or by a sole remaining director. Any director
elected in accordance with the preceding sentence shall hold office until the annual meeting of Stockholders and until such director's successor shall have been
elected and qualified. No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.
SECTION 3. Advance Notice of Stockholder Business and Nominations.
a) Annual Meeting of Stockholders.
(i) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the
Stockholders may be made at an annual meeting of Stockholders as follows:
a) pursuant to the Corporation's notice of meeting;
b) by or at the direction of the Board of Directors; or
c) by any Stockholder of the Corporation who was a Stockholder of record at the time of giving notice provided for in this by-law, who is
entitled to vote at the meeting and who complied with the notice procedures set forth in this by-law.
(ii) For nominations or other business to be properly brought before an annual meeting by a Stockholder pursuant to clause c) of paragraph (a)(i)
of this by-law, the Stockholder must have given timely notice thereof in writing to the Secretary,
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