Honeywell 2005 Annual Report Download - page 159

to provide a quorum at any meeting of the Board. If there are no such directors present or available at the Emergency Corporate Headquarters, the Emergency
Board shall consist of the three highest-ranking officers or employees of the Corporation present or available and any other persons appointed by them.
SECTION 3. Powers of the Emergency Board. The Emergency Board will have the same powers as those granted to the Board in these By-laws, but
will not be bound by any requirement of these By-laws which a majority of the Emergency Board believes impracticable under the circumstances.
SECTION 4. Stockholders' Meeting. At such time as it is practicable to do so the Emergency Board shall call a meeting of Stockholders for the purpose
of electing directors. Such meeting will be held at a time and place to be fixed by the Emergency Board and pursuant to such notice to Stockholders as it is
deemed practicable to give. The Stockholders entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum.
SECTION 5. Emergency Corporate Headquarters. Emergency Corporate Headquarters shall be at such location as the Board or the Chief Executive
Officer shall determine prior to the attack or other event, or if not so determined, at such place as the Emergency Board may determine.
SECTION 6. Limitation of Liability. No officer, director or employee acting in accordance with the provisions of this Article XII shall be liable except
for willful misconduct.
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