Rayovac 2008 Annual Report Download - page 205

IV.7President. The President shall assist the Chief Executive Officer in exercising general supervision over the business and affairs of the Corporation and
shall be responsible for the administration and management of such areas of the business and affairs of the Corporation as may be designated from time to time
by the Board of Directors or the Chief Executive Officer. The Board of Directors or the Chief Executive Officer may add an appropriate descriptive designation
to such President’s title to reflect such President’s duties. In the absence of the Chairman of the Board and the Chief Executive Officer or in the event of their
deaths, inability or refusal to act, or in the event for any reason it shall be impracticable for the Chairman of the Board or Chief Executive Officer to act
personally, the President (or in the event there is more than one President, then the Presidents in the order designated by the Board of Directors, or in the absence
of any designation, then in the order of their election) shall perform the duties of the Chairman of the Board and/or Chief Executive Officer (as the case may be),
and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board or Chief Executive Officer (as the case may
be). Any President may sign, with the Secretary or Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties and have
such authority as from time to time may be delegated or assigned to such President by the Chairman of the Board, Chief Executive Officer or Board of Directors.
The execution of any instrument of the Corporation by any President shall be conclusive evidence, as to third parties, of such President’s authority to act in the
stead of the Chairman of the Board and/or the Chief Executive Officer.
IV.8Vice President. A Vice President shall be responsible for the administration and management of such divisions or departments of the Corporation and
such other duties as may be prescribed from time to time by the Board of Directors, the Chief Executive Officer or any President. Any Vice President may sign,
with the Secretary or Assistant Secretary, certificates for shares of the Corporation. The execution of any instrument of the Corporation by any Vice President
shall be conclusive evidence, as to third parties, of such Vice President’s authority to act and execute such instrument. One or more of the Vice Presidents may be
designated as Executive Vice President or Senior Vice President.
IV.9Secretary. The Secretary shall: (a) keep the minutes of the meetings of the shareholders and minutes of the meetings of and records of the actions
taken without a meeting of the Board of Directors (including any committees thereof) in one or more books or other appropriate manner of storing and recording
provided for that purpose; (b) attest instruments to be filed with the Secretary of State; (c) see that all notices are duly given in accordance with the provisions of
these By-Laws or as required by law; (d) be custodian of the corporate records; (e) keep or arrange for the keeping of a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholders; (f) sign with the Chairman of the Board, the Chief Executive Officer, any President
or any Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;
(g) have general charge of the stock transfer books of the Corporation; and (h) in general perform all duties incident to the office of the Secretary and have such
other duties and exercise such authority as from time to time may be delegated or assigned to the Secretary by the Chairman of the Board, the Chief Executive
Officer or any President or by the Board of Directors.
IV.10Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give
receipts from moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected by the Corporation; and (c) in general perform all of the duties and exercise such other authority
as from time to time may be delegated or assigned to the Treasurer by the Chairman of the Board, the Chief Executive Officer or any President or by the Board of
Directors.
IV.11Assistant Secretaries and Assistant Treasurers. There shall be such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors or the Chief Executive Officer may from time to time authorize. The Assistant Secretaries may sign with the Chairman of the Board, the Chief
Executive Officer, any President or any Vice President, certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution
of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in
such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008