Rayovac 2008 Annual Report Download - page 203

III.6Conduct of Meetings. The Chairman of the Board, and in the Chairman of the Board’s absence, any director chosen by the directors present, shall call
meetings of the Board of Directors to order and shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the
Board of Directors but in the absence of the Secretary, the presiding officer may appoint any Assistant Secretary or any director or other persons present to act as
secretary of the meeting.
III.7Vacancies. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall
hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any
incumbent director. A director shall hold office until the annual meeting for the year in which such director’s term expires and until such director’s successor
shall be duly elected and shall duly qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the
Board of Directors that results from an increase in the number of directors may be filled by a majority of the directors then in office, provided that a quorum is
present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or by a
sole remaining director; provided that in case of a vacancy created by the removal of a director by vote of the shareholders, the shareholders shall have the right
to fill such vacancy at the same meeting or any adjournment thereof in accordance with the Articles of Incorporation.
III.8Compensation. The Board of Directors, by affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of
any of its members, may establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise, or may delegate
such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or delegate authority to an appropriate committee to
provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employees and to their estates, families,
dependents or beneficiaries on account of prior services rendered by such directors, officers and employees to the Corporation.
III.10Committees. The Board of Directors by resolution adopted by the affirmative vote of a majority of the number of directors then in office may
designate one or more committees, each committee to consist of three or more directors elected by the Board of Directors, which, to the extent provided in said
resolution as initially adopted, and as thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, when the
Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the Corporation, except action in
respect to dividends to shareholders, election of the principal officers or the filling of vacancies in the Board of Directors or committees created pursuant to this
section. The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the Chairman of the Board or upon request by the chairman of such meeting. Each such
committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of
Directors may request.
III.11Unanimous Consent Without Meeting. Any action required or permitted by the Articles of Incorporation or By-Laws or any provision of law to be
taken by the Board of Directors at a meeting or by resolution may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors then in office.
III.12Telephonic Meetings. Unless otherwise provided by the Articles of Incorporation or these By-Laws, members of the Board of Directors of the
Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a
conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section III.12 shall constitute presence in person at such meeting.
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008