Honeywell 2005 Annual Report Download - page 151

hear each other. Participation by such means shall constitute presence in person at a meeting of the Board.
SECTION 9. Resignation. Any director may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer or
the Secretary, which notice shall be deemed to constitute notice to the Corporation. Such resignation shall take effect upon receipt of such notice or at any
later time specified therein.
SECTION 10. Removal of Directors. Subject to the rights of the holders of Preferred Stock, any director may be removed from office, with or without
cause, by the affirmative vote of the holders of a majority of the voting power of all shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.
SECTION 11. Compensation of Directors. The Board may provide for the payment to any of the directors, other than officers or employees of the
Corporation, of a specified amount for services as a director or member of a committee of the Board, or of a specified amount for attendance at each regular or
special Board meeting or committee meeting, or of both, and all directors shall be reimbursed for expenses of attendance at any such meeting; provided,
however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
COMMITTEES OF THE BOARD
SECTION 1. Appointment and Powers of Audit Committee. The Board shall, by resolution adopted by the affirmative vote of a majority of the
authorized number of directors, designate an Audit Committee of the Board, which shall consist of such number of directors as the Board may determine and
shall be comprised solely of directors independent of management and free from any relationship that, in the opinion of the Board, would interfere with the
exercise of independent judgment as a committee member. The Audit Committee shall (i) make recommendations to the Board as to the independent
accountants to be appointed by the Board; (ii) review with the independent accountants the scope of their examination; (iii) receive the reports of the
independent accountants and meet with representatives of such accountants for the purpose of reviewing and considering questions relating to their
examination and such reports; (iv) review, either directly or through the independent accountants, the internal accounting and auditing procedures of the
Corporation and (v) perform such other functions as may be assigned to it from time to time by the Board. The Audit Committee may determine its manner of
acting and fix the time and place of its meetings, unless the Board shall otherwise provide. A majority of the members of the Audit Committee shall constitute
a quorum for the transaction of business by the committee and the vote of a majority of the members of the committee present at a meeting at which a quorum
is present shall be the act of the committee.
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