Honeywell 2005 Annual Report Download - page 152

SECTION 2. Other Committees. The Board may, by the affirmative vote of a majority of the authorized number of directors, designate members of the
Board to constitute an Executive Committee, a Management Development and Compensation Committee and other committees of the Board, which shall in
each case consist of such number of directors as the Board may determine, and shall have and may exercise, to the extent permitted by law, such powers and
authority as the Board may by resolution delegate to them and may authorize the seal of the Corporation to be affixed to all papers which require it. Each such
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 any such committee shall constitute a quorum for the transaction of business by the committee and the vote of a majority of the members of such committee
present at a meeting at which a quorum is present shall be the act of the committee.
SECTION 3. Action by Consent; Participation by Telephone or Similar Equipment. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all members of the committee consent thereto in writing and the writing or writings
are filed with the minutes of proceedings of the committee. Unless the Board shall otherwise provide, any one or more members of any committee may
participate in any meeting of the committee by means of conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting of the committee.
SECTION 4. Changes in Committees; Resignations; Removals. The Board shall have power, by the affirmative vote of a majority of the authorized
number of directors, at any time to change the members of, to fill vacancies in, and to discharge any committee of the Board. Any member of any such
committee may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer, the Chairman of such committee 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. Any member of any such committee may be removed at any time, either with or without cause, by the affirmative vote of a majority of
the authorized number of directors at any meeting of the Board, provided such removal shall have been referred to in the notice of such meeting.
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