Honeywell 2005 Annual Report Download - page 149

of business on the 10th day following the day on which such public announcement is first made by the Corporation.
a) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of Stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special
meeting of Stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of
Directors or (ii) by any Stockholder of the Corporation who is a Stockholder of record at the time of giving of notice provided for in this by-law, who shall
be entitled to vote at the meeting and who complies with the notice procedures set forth in this by-law. In the event the Corporation calls a special meeting of
Stockholders for the purpose of electing one or more directors to the Board of Directors, any such Stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the Corporation's notice of meeting, if the Stockholder's notice required by paragraph (a)(iii) of
this by-law shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day
prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the
day 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. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a
Stockholder's notice as described above.
b) General.
(i) Only such 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 Stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this by-law. Except as otherwise provided by law 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, or proposed, as the case may be, in accordance with the procedures set forth in this by-law and, if any proposed nomination or business
is not in compliance with this by-law, to declare that such defective proposal or nomination shall be disregarded.
(ii) For purposes of this by-law, "public announcement" shall mean 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
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