Danaher 2011 Annual Report Download - page 134

to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or
they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified
member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and
report to the Board of Directors when required. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of
its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is
provided in these By-Laws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these By-Laws, or the resolution of the
Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the
committee, and delegate to a subcommittee any or all of the powers and authority of the committee.
Section 9. Compensation. The directors may be paid such compensation for their services and such reimbursement for their expenses of attendance at
meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers,
or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of
the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose
if (i) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his, her or their relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by
the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the contract or transaction.
ARTICLE IV
OFFICERS
Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The
Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice-Presidents,
Assistant Secretaries, Assistant Treasurers and other officers. Any
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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