Honeywell 2005 Annual Report Download - page 158

ARTICLE IX
SEAL
The Corporation's seal shall be circular in form and shall include the words "Honeywell International Inc., Delaware, 1985, Seal."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required by law, the Certificate of Incorporation or these By-laws, to be given to any director, member of a committee or
Stockholder, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.
ARTICLE XI
AMENDMENTS
These By-laws or any of them may be amended or supplemented in any respect at any time, either (a) at any meeting of Stockholders, provided that any
amendment or supplement proposed to be acted upon at any such meeting shall have been described or referred to in the notice of such meeting, or (b) at any
meeting of the Board, provided that any amendment or supplement proposed to be acted upon at any such meeting shall have been described or referred to in
the notice of such meeting or an announcement with respect thereto shall have been made at the last previous Board meeting.
ARTICLE XII
EMERGENCY BY-LAWS
SECTION 1. Emergency Board of Directors. In case of an attack on the United States or on a locality in which the Corporation conducts its business or
customarily holds meetings of the Board or the Stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other
similar emergency condition, as a result of which a quorum of the Board or a committee thereof cannot readily be convened for action in accordance with the
provisions of the By-laws, the business and affairs of the Corporation shall be managed by or under the direction of an Emergency Board of Directors
(hereinafter called the Emergency Board) established in accordance with Section 2 of this Article XII.
SECTION 2. Membership of Emergency Board of Directors. The Emergency Board shall consist of at least three of the following persons present or
available at the Emergency Corporate Headquarters determined according to Section 5 of this Article XII: (i) those persons who were directors at the time of
the attack or other event mentioned in Section 1 of this Article XII, and (ii) any other persons appointed by such directors to the extent required
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