EXHIBIT 3.2
3M COMPANY
BYLAWS
As Amended November 11, 2002
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SEAL
1. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and shall be in such form as may be
approved from time to time by the Board of Directors. Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.
MEETINGS OF STOCKHOLDERS
2. All meetings of the stockholders shall be held at such date, time,
and place either within or without the State of Delaware as may be designated by
the Board of Directors from time to time in the notice of the meeting. An annual
meeting shall be held for the election of directors, and any other proper
business may be transacted thereat.
3. The holders of a majority of each class of stock issued and
outstanding, and entitled to vote thereat, present in person, or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law, by the Restated
Certificate of Incorporation, or by these Bylaws. For purposes of the foregoing,
two or more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the meeting.
In the absence of a quorum the stockholders so present may, by majority vote,
adjourn the meeting from time to time in the manner provided by Section 4 of
these Bylaws until a quorum shall attend.
4. At any meeting of stockholders, annual or special, the Chairman of
the meeting, or the holders of a majority of the voting power of the voting
stock of the Corporation represented in person or by proxy at the meeting, may
adjourn the meeting from time to time, to reconvene at the same or some other
place, whether or not there is a quorum. Notice need not be given of any such
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
5. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three (3) years prior to said meeting, unless said instrument provides for
a longer period. Unless otherwise provided in the Restated Certificate of
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Incorporation or as otherwise determined by the Board of Directors pursuant to
the powers conferred by the Restated Certificate of Incorporation, each
stockholder shall have one vote for each share of stock having voting power,
registered in his or her name on the books of the Corporation.
6. Written notice of the annual meeting which shall state the place,
date, and hour of the meeting shall be mailed to each stockholder entitled to
vote thereat at such address as appears on the stock book of the Corporation, at
least ten (10) days prior to the meeting. Any previously scheduled meeting of
the stockholders may be postponed, and (unless the Restated Certificate of
Incorporation otherwise provides) any special meeting of the stockholders
holders may be canceled, by resolution of the Board of Directors upon public
notice given prior to the date previously scheduled for such meeting of
stockholders.
7. A complete list of the stockholders entitled to vote at each meeting
of stockholders, arranged in alphabetical order, with the record address of
each, and the number of voting shares held by each, shall be prepared by the
Secretary and made available for examination by any stockholder either at a
place within the city where the meeting is to be held, which place shall be so
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held, at least ten (10) days before every meeting, and
shall at all times, during the usual hours for business, and during the whole
time of said meeting, continue to be open to the examination of any stockholder,
for any purpose germane to the meeting.
8. Special meetings of the stockholders may be called for any purpose
or purposes by the Chairman of the Board, and shall be called by the Secretary
at the request in writing of the Chairman of the Board or of a majority of the
Board of Directors. Business transacted at all special meetings shall be
confined to the objects stated in the notice of the meeting.
9. Written notice of a special meeting of stockholders, stating the
time and place and object thereof, shall be mailed postage prepaid, at least ten
(10) days before such meeting, to each stockholder entitled to vote thereat at
such address as appears on the books of the Corporation.
10. The Board of Directors shall appoint three persons as inspectors of
election, to serve for one year or until their successors are chosen. The
inspectors shall act at meetings of stockholders on elections of Directors and
on all other matters voted upon by ballot.
Any two of the inspectors in the absence of the third shall have power
to act. If at the time of any meeting inspectors have not been appointed or if
none, or only one, of the inspectors is present and willing to act, the Chairman
of the Board shall appoint the required number of inspectors so that three
inspectors shall be present and acting.
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10A. Notice of Stockholder Business and Nominations.
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to
be considered by the stockholders may be made at an annual
meeting of stockholders (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who
was a stockholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at the
meeting and who complies with the notice procedures set forth
in this Bylaw.
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Bylaw, the stockholder must
have given timely notice thereof in writing to the Secretary
of the Corporation and such other business must otherwise be a
proper matter for stockholder action.
(3) To be timely, a stockholder's notice shall be delivered to
or mailed and received by the Secretary at the principal
executive offices of the Corporation not later than the close
of business on the 90th day nor earlier than the close of
business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is more than
30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 120th
day prior to such annual meeting and not later than the close
of business on the later of the 90th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above.
(4) Such stockholder's notice shall set forth:
(i) as to each person whom the stockholder proposes
to nominate for election or reelection as a director
all information relating to such person that is
required to be disclosed in solicitations of proxies
for election of directors in an election contest, or
is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rule
14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a
nominee and to serving as a director if elected);
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(ii) as to any other business that the stockholder
proposes to bring before the meeting, a brief
description of the business desired to be brought
before the meeting, the reasons for conducting such
business at the meeting and any material interest in
such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made;
and
(iii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the
nomination or proposal is made (A) the name and
address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and
(B) the class and number of shares of the Corporation
which are owned beneficially and of record by such
stockholder and such beneficial owner.
(5) Notwithstanding anything in paragraph (a)(3) of this Bylaw
to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the
Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at
least 100 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this
Bylaw shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if
it shall be delivered to or mailed and received by the
Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th
day following the day on which such public announcement is
first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of
meeting. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are
to be elected pursuant to the Corporation's notice of meeting (A) by or
at the direction of the Board of Directors or (B) provided that the
Board of Directors has determined that directors shall be elected at
such meeting, by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in
this Bylaw, who shall be entitled to vote at the meeting, and who
complies with the notice procedures set forth in this Bylaw. In the
event the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors,
any such stockholder may nominate a person or persons (as the case may
be), for election to such position(s) as are specified in the
Corporation's notice of meeting, if the stockholder's notice required
by paragraph (a) of this Bylaw shall be delivered to or mailed and
received by the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 120th day
prior to such special meeting and not later than the close of business
on the later of the 90th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board
of Directors to be elected at such meeting. In no event shall the
public announcement of an
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adjournment of a special meeting commence a new time period for the
giving of a stockholder's notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve
as directors and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this
Bylaw. The Chairman of the meeting shall have the power and
duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the
procedures set forth in this Bylaw and, if any proposed
nomination or business is not in compliance with this Bylaw,
to declare that such defective proposal or nomination shall be
disregarded.
(2) For purposes of this Bylaw, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing, provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this Bylaw. Nothing
in this Bylaw shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (ii) of the holders of any series of preferred
stock to elect directors under specified circumstances.
DIRECTORS
11. The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, except as may be otherwise
provided by law or in the Restated Certificate of Incorporation.
12. Except as otherwise fixed by or pursuant to the provisions of
Article FOURTH of the Restated Certificate of Incorporation (as it may be duly
amended from time to time) relating to the rights of the holders of any class or
series of stock having a preference over the common stock as to dividends or
upon liquidation to elect, by separate class vote, additional directors, the
number of directors of the Corporation shall be the number fixed from time to
time by the affirmative vote of a majority of the total number of directors
which the Corporation would have, prior to any increase or decrease, if there
were no vacancies. Until otherwise fixed by the directors, the number of
directors constituting the entire Board shall be 16. The persons receiving the
votes of plurality in amount of holders of the shares of capital stock of the
Corporation, considered as a single class,
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entitled to vote generally in the election of directors present at the meeting
in person or by proxy shall be directors for the term prescribed by Article
TENTH of the Restated Certificate of Incorporation or until their successors
shall be elected and qualified.
13. Newly created directorships resulting from an increase in the
number of directors of the Corporation and vacancies occurring in the Board of
Directors resulting from death, resignation, retirement, removal, or any other
reason shall be filled by the affirmative vote of a majority of the directors,
although less than a quorum, then remaining in office and elected by the holders
of the capital stock of the Corporation entitled to vote generally in the
election of directors or, in the event that there is only one such director, by
such sole remaining director. Any director elected in accordance with the
preceding sentence shall hold office for the full term of the class of directors
in which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified.
14. In addition to the powers and authorities by these Bylaws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Restated Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
COMMITTEES OF DIRECTORS
15. The Board of Directors may, by resolution or resolutions passed by
a majority of the whole Board, designate an Executive Committee and one or more
committees, each committee to consist of one (1) or more Directors of the
Corporation, which, to the extent provided in said resolution or resolutions or
in these Bylaws, or unless otherwise prescribed by statute, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in these Bylaws or as
may be determined from time to time by resolution adopted by the Board.
16. The committees of the Board of Directors shall keep regular minutes
of their proceedings and report the same to the Board when required. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
such member or members constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in place of any absent or disqualified
member.
COMPENSATION OF DIRECTORS
17. The compensation of the Directors of the Corporation shall be fixed
by resolution of the Board of Directors.
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MEETINGS OF THE BOARD
18. Regular meetings of the Board of Directors may be held at such
places within or without the State of Delaware and at such times as the Board
may from time to time determine, and if so determined notice thereof need not be
given.
19. Special meetings of the Board may be held at any time or place
within or without the State of Delaware whenever called by the Chairman of the
Board, if any, or by any two directors. Reasonable notice thereof shall be given
by the person or persons calling the meeting.
20. Unless otherwise restricted by the Restated Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board, may participate in a meeting of the Board or
of such committee, as the case may be, by means of 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
Bylaw shall constitute presence in person at such meeting.
21. Meetings of the Board of Directors shall be presided over by the
Chairman of the Board, if any, or in the absence of the Chairman of the Board,
by a chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary, the chairman of the
meeting may appoint any person to act as secretary of the meeting.
22. Unless otherwise restricted by the Restated Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board or of such committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
23. At all meetings of the Board of Directors, a majority of the
Directors shall constitute a quorum for the transaction of business, and the
vote of a majority of the Directors present at any meeting at which there is a
quorum, shall be the act of the Board, except as may be otherwise specifically
provided by statute or by the Restated Certificate of Incorporation or by these
Bylaws. In case at any meeting of the Board a quorum shall not be present, the
members of the Board present may adjourn the meeting from time to time until a
quorum shall attend.
OFFICERS
24. The officers of the Corporation shall be elected by the Board of
Directors at its annual meeting, or if the case requires, at any other regular
or special meeting; and shall be a Chairman of the Board of Directors and a
Secretary, and, if it so determines, one or more vice presidents, a Treasurer,
one or more assistant secretaries, one or more assistant treasurers, and such
other officers as the Board shall deem desirable. The same person may hold any
two offices at the same time.
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25. The Board of Directors may appoint such other officers and agents
as it shall deem desirable with such further designations and titles as it
considers desirable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
26. The compensation of the officers of the Corporation shall be fixed
by or under the direction of the Board of Directors.
27. Except as otherwise provided in the resolution of the Board of
Directors electing any officer, each officer shall hold office until the first
meeting of the Board after the annual meeting of stockholders next succeeding
his or her election, and until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Any officer may resign at any
time upon written notice to the Board or to the Chairman or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein, no acceptance of such resignation shall
be necessary to make it effective. The Board may remove any officer with or
without cause at any time. Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, but the
election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal, or otherwise may be filled for the unexpired portion of the term by the
Board at any regular or special meeting.
28. The officers of the Corporation shall have such powers and duties
in the management of the Corporation as shall be stated in these Bylaws or in a
resolution of the Board of Directors which is not inconsistent with these
Bylaws, and, to the extent not so stated, as generally pertain to their
respective offices, subject to the control of the Board. The Board may require
any officer, agent, or employee to give security for the faithful performance of
his or her duties.
SHARES OF STOCK
29. The certificates of stock of the Corporation shall be in such form
as is consistent with applicable law. The shares of stock of the Corporation
shall be represented by certificates, or some or all of any or all classes or
series of its stock shall be uncertificated shares. Every holder of stock in the
Corporation, upon request, shall be entitled to have a certificate signed by, or
in the name of the Corporation by, the Chairman of the Board, or a vice
president, and the Treasurer or an assistant treasurer, or the Secretary or an
assistant secretary, certifying the number of shares owned by the holder in the
Corporation. Any or all of the signatures on the certificate may be a facsimile.
In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he or she were such officer, transfer
agent, or registrar at the date of issue. Transfers of stock shall be made on
the books of the Corporation only by the record holder of such stock, or by
attorney lawfully constituted in writing, and, in case of stock represented by a
certificate, upon surrender of the certificate.
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LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE
30. The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the Corporation may require the owner of the lost, stolen, or
destroyed certificate, or such owner's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of such new certificate.
FISCAL YEAR
31. The fiscal year shall begin on the first day of January in each
year.
NOTICES
32. Whenever under the provisions of these Bylaws notice is required to
be given to any Director, officer, or stockholder, it shall not be construed to
mean personal notice, unless expressly so stated, but such notice may be given
by any means or instrumentality reasonably designed for such purpose and
permitted by law.
33. Whenever notice is required to be given by law or under any
provision of the Restated Certificate of Incorporation or these Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
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 unless so required by the Restated
Certificate of Incorporation or these Bylaws.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
34. The Corporation shall indemnify, to the full extent authorized or
permitted by law, any person made or threatened to be made a party to any
action, suit, or proceeding, whether criminal, civil, administrative, or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a Director, officer, or employee of the Corporation or
serves or served at the request of the Corporation any other enterprise as a
Director, officer, or employee.
Expenses incurred by any such person in defending any such action,
suit, or proceeding shall be paid or reimbursed by the Corporation promptly upon
receipt by it of an undertaking of such person to repay such expenses if it
shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation. The rights provided to any person by this Bylaw
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shall be enforceable against the Corporation by such person who shall be
presumed to have relied upon it in serving or continuing to serve as a Director,
officer, or employee. No amendment of this Bylaw shall impair the rights of any
person arising at any time with respect to events occurring prior to such
amendment.
For purposes of this Bylaw 34, the term "Corporation" shall include any
predecessor of the Corporation and any constituent corporation (including any
constituent of a constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprise" shall include any corporation, partnership,
joint venture, trust, or employee benefit plan; service "at the request of the
Corporation" shall include service as a Director, officer, or employee of the
Corporation which imposes duties on, or involves services by, such Director,
officer, or employee with respect to an employee benefit plan, its participants
or beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
by a person with respect to an employee benefit plan which such person
reasonably believes to be in the interest of the participants and beneficiaries
of such plan shall be deemed to be action not opposed to the best interest of
the Corporation.
35. The indemnification provided by these Bylaws shall not be deemed
exclusive of any other rights to which those indemnified may be entitled by any
Bylaw, agreement, vote of stockholders or disinterested Directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director, officer, or employee and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
36. The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a Director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity or arising out of his or
her status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability under the provisions of these
Bylaws.
INTERESTED DIRECTORS
37. 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 or her or their votes are counted for such
purpose, if: (i) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the Board or
the committee, and the Board 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)
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the material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are know 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, 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 or of a committee which authorizes the contract or
transaction.
FORM OF RECORDS
38. Any records maintained by the Corporation in the regular course of
its business, including its stock ledger, books of account, and minute books,
may be kept on, or be in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device, provided that the
records so kept can be converted into clearly legible form within a reasonable
time. The Corporation shall so convert any records so kept upon the request of
any person entitled to inspect the same.
AMENDMENTS
39. Subject to any limitations imposed by the Restated Certificate of
Incorporation, the Board of Directors shall have power to adopt, amend, or
repeal these Bylaws. Any Bylaws made by the directors under the powers conferred
by the Restated Certificate of Incorporation may be amended or repealed by the
directors or by the stockholders. Notwithstanding the foregoing and any other
provisions of the Restated Certificate of Incorporation or these Bylaws (and
notwithstanding that a lesser percentage may be specified by law), no provisions
of these Bylaws shall be adopted, amended, or repealed by the stockholders
without an affirmative vote of the holders of not less than eighty percent (80%)
of the voting power of all of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, considered
for the purposes of this Bylaw as a single class.
Notwithstanding the foregoing and any other provisions of the Restated
Certificate of Incorporation or these Bylaws (and notwithstanding that a lesser
percentage may be specified by law), the provisions of this Bylaw 39 and Bylaws
12 and 13 may not be amended or repealed unless such action is approved by the
affirmative vote of the holders of not less than eighty percent (80%) of the
voting power of all of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, considered
for purposes of this Bylaw as a single class.
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The undersigned, duly qualified Secretary of 3M Company, a Delaware
corporation, hereby certifies the foregoing to be a true and complete copy of
the By-Laws of 3M Company in effect on this date.
/s/ Gregg M. Larson
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Assistant General Counsel and
Secretary
Dated: December 9, 2002
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3M COMPANY
BYLAWS
As Amended November 11, 2002
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SEAL
1. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and shall be in such form as may be
approved from time to time by the Board of Directors. Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.
MEETINGS OF STOCKHOLDERS
2. All meetings of the stockholders shall be held at such date, time,
and place either within or without the State of Delaware as may be designated by
the Board of Directors from time to time in the notice of the meeting. An annual
meeting shall be held for the election of directors, and any other proper
business may be transacted thereat.
3. The holders of a majority of each class of stock issued and
outstanding, and entitled to vote thereat, present in person, or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by law, by the Restated
Certificate of Incorporation, or by these Bylaws. For purposes of the foregoing,
two or more classes or series of stock shall be considered a single class if the
holders thereof are entitled to vote together as a single class at the meeting.
In the absence of a quorum the stockholders so present may, by majority vote,
adjourn the meeting from time to time in the manner provided by Section 4 of
these Bylaws until a quorum shall attend.
4. At any meeting of stockholders, annual or special, the Chairman of
the meeting, or the holders of a majority of the voting power of the voting
stock of the Corporation represented in person or by proxy at the meeting, may
adjourn the meeting from time to time, to reconvene at the same or some other
place, whether or not there is a quorum. Notice need not be given of any such
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
5. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three (3) years prior to said meeting, unless said instrument provides for
a longer period. Unless otherwise provided in the Restated Certificate of
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Incorporation or as otherwise determined by the Board of Directors pursuant to
the powers conferred by the Restated Certificate of Incorporation, each
stockholder shall have one vote for each share of stock having voting power,
registered in his or her name on the books of the Corporation.
6. Written notice of the annual meeting which shall state the place,
date, and hour of the meeting shall be mailed to each stockholder entitled to
vote thereat at such address as appears on the stock book of the Corporation, at
least ten (10) days prior to the meeting. Any previously scheduled meeting of
the stockholders may be postponed, and (unless the Restated Certificate of
Incorporation otherwise provides) any special meeting of the stockholders
holders may be canceled, by resolution of the Board of Directors upon public
notice given prior to the date previously scheduled for such meeting of
stockholders.
7. A complete list of the stockholders entitled to vote at each meeting
of stockholders, arranged in alphabetical order, with the record address of
each, and the number of voting shares held by each, shall be prepared by the
Secretary and made available for examination by any stockholder either at a
place within the city where the meeting is to be held, which place shall be so
specified in the notice of the meeting, or, if not specified, at the place where
the meeting is to be held, at least ten (10) days before every meeting, and
shall at all times, during the usual hours for business, and during the whole
time of said meeting, continue to be open to the examination of any stockholder,
for any purpose germane to the meeting.
8. Special meetings of the stockholders may be called for any purpose
or purposes by the Chairman of the Board, and shall be called by the Secretary
at the request in writing of the Chairman of the Board or of a majority of the
Board of Directors. Business transacted at all special meetings shall be
confined to the objects stated in the notice of the meeting.
9. Written notice of a special meeting of stockholders, stating the
time and place and object thereof, shall be mailed postage prepaid, at least ten
(10) days before such meeting, to each stockholder entitled to vote thereat at
such address as appears on the books of the Corporation.
10. The Board of Directors shall appoint three persons as inspectors of
election, to serve for one year or until their successors are chosen. The
inspectors shall act at meetings of stockholders on elections of Directors and
on all other matters voted upon by ballot.
Any two of the inspectors in the absence of the third shall have power
to act. If at the time of any meeting inspectors have not been appointed or if
none, or only one, of the inspectors is present and willing to act, the Chairman
of the Board shall appoint the required number of inspectors so that three
inspectors shall be present and acting.
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10A. Notice of Stockholder Business and Nominations.
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to
be considered by the stockholders may be made at an annual
meeting of stockholders (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who
was a stockholder of record at the time of giving of notice
provided for in this Bylaw, who is entitled to vote at the
meeting and who complies with the notice procedures set forth
in this Bylaw.
(2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Bylaw, the stockholder must
have given timely notice thereof in writing to the Secretary
of the Corporation and such other business must otherwise be a
proper matter for stockholder action.
(3) To be timely, a stockholder's notice shall be delivered to
or mailed and received by the Secretary at the principal
executive offices of the Corporation not later than the close
of business on the 90th day nor earlier than the close of
business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is more than
30 days before or more than 60 days after such anniversary
date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 120th
day prior to such annual meeting and not later than the close
of business on the later of the 90th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period
for the giving of a stockholder's notice as described above.
(4) Such stockholder's notice shall set forth:
(i) as to each person whom the stockholder proposes
to nominate for election or reelection as a director
all information relating to such person that is
required to be disclosed in solicitations of proxies
for election of directors in an election contest, or
is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and Rule
14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a
nominee and to serving as a director if elected);
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(ii) as to any other business that the stockholder
proposes to bring before the meeting, a brief
description of the business desired to be brought
before the meeting, the reasons for conducting such
business at the meeting and any material interest in
such business of such stockholder and the beneficial
owner, if any, on whose behalf the proposal is made;
and
(iii) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the
nomination or proposal is made (A) the name and
address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and
(B) the class and number of shares of the Corporation
which are owned beneficially and of record by such
stockholder and such beneficial owner.
(5) Notwithstanding anything in paragraph (a)(3) of this Bylaw
to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation is
increased and there is no public announcement by the
Corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at
least 100 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this
Bylaw shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if
it shall be delivered to or mailed and received by the
Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th
day following the day on which such public announcement is
first made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of
meeting. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are
to be elected pursuant to the Corporation's notice of meeting (A) by or
at the direction of the Board of Directors or (B) provided that the
Board of Directors has determined that directors shall be elected at
such meeting, by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in
this Bylaw, who shall be entitled to vote at the meeting, and who
complies with the notice procedures set forth in this Bylaw. In the
event the Corporation calls a special meeting of stockholders for the
purpose of electing one or more directors to the Board of Directors,
any such stockholder may nominate a person or persons (as the case may
be), for election to such position(s) as are specified in the
Corporation's notice of meeting, if the stockholder's notice required
by paragraph (a) of this Bylaw shall be delivered to or mailed and
received by the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 120th day
prior to such special meeting and not later than the close of business
on the later of the 90th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the
date of the special meeting and of the nominees proposed by the Board
of Directors to be elected at such meeting. In no event shall the
public announcement of an
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adjournment of a special meeting commence a new time period for the
giving of a stockholder's notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to serve
as directors and only such business shall be conducted at a
meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this
Bylaw. The Chairman of the meeting shall have the power and
duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the
procedures set forth in this Bylaw and, if any proposed
nomination or business is not in compliance with this Bylaw,
to declare that such defective proposal or nomination shall be
disregarded.
(2) For purposes of this Bylaw, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news
service or in a document publicly filed by the Corporation
with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing, provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements
of the Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this Bylaw. Nothing
in this Bylaw shall be deemed to affect any rights (i) of
stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (ii) of the holders of any series of preferred
stock to elect directors under specified circumstances.
DIRECTORS
11. The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, except as may be otherwise
provided by law or in the Restated Certificate of Incorporation.
12. Except as otherwise fixed by or pursuant to the provisions of
Article FOURTH of the Restated Certificate of Incorporation (as it may be duly
amended from time to time) relating to the rights of the holders of any class or
series of stock having a preference over the common stock as to dividends or
upon liquidation to elect, by separate class vote, additional directors, the
number of directors of the Corporation shall be the number fixed from time to
time by the affirmative vote of a majority of the total number of directors
which the Corporation would have, prior to any increase or decrease, if there
were no vacancies. Until otherwise fixed by the directors, the number of
directors constituting the entire Board shall be 16. The persons receiving the
votes of plurality in amount of holders of the shares of capital stock of the
Corporation, considered as a single class,
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entitled to vote generally in the election of directors present at the meeting
in person or by proxy shall be directors for the term prescribed by Article
TENTH of the Restated Certificate of Incorporation or until their successors
shall be elected and qualified.
13. Newly created directorships resulting from an increase in the
number of directors of the Corporation and vacancies occurring in the Board of
Directors resulting from death, resignation, retirement, removal, or any other
reason shall be filled by the affirmative vote of a majority of the directors,
although less than a quorum, then remaining in office and elected by the holders
of the capital stock of the Corporation entitled to vote generally in the
election of directors or, in the event that there is only one such director, by
such sole remaining director. Any director elected in accordance with the
preceding sentence shall hold office for the full term of the class of directors
in which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified.
14. In addition to the powers and authorities by these Bylaws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Restated Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
COMMITTEES OF DIRECTORS
15. The Board of Directors may, by resolution or resolutions passed by
a majority of the whole Board, designate an Executive Committee and one or more
committees, each committee to consist of one (1) or more Directors of the
Corporation, which, to the extent provided in said resolution or resolutions or
in these Bylaws, or unless otherwise prescribed by statute, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation, and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in these Bylaws or as
may be determined from time to time by resolution adopted by the Board.
16. The committees of the Board of Directors shall keep regular minutes
of their proceedings and report the same to the Board when required. In the
absence or disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
such member or members constitute a quorum, may unanimously appoint another
member of the Board to act at the meeting in place of any absent or disqualified
member.
COMPENSATION OF DIRECTORS
17. The compensation of the Directors of the Corporation shall be fixed
by resolution of the Board of Directors.
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MEETINGS OF THE BOARD
18. Regular meetings of the Board of Directors may be held at such
places within or without the State of Delaware and at such times as the Board
may from time to time determine, and if so determined notice thereof need not be
given.
19. Special meetings of the Board may be held at any time or place
within or without the State of Delaware whenever called by the Chairman of the
Board, if any, or by any two directors. Reasonable notice thereof shall be given
by the person or persons calling the meeting.
20. Unless otherwise restricted by the Restated Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board, may participate in a meeting of the Board or
of such committee, as the case may be, by means of 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
Bylaw shall constitute presence in person at such meeting.
21. Meetings of the Board of Directors shall be presided over by the
Chairman of the Board, if any, or in the absence of the Chairman of the Board,
by a chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary, the chairman of the
meeting may appoint any person to act as secretary of the meeting.
22. Unless otherwise restricted by the Restated Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board or of such committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
23. At all meetings of the Board of Directors, a majority of the
Directors shall constitute a quorum for the transaction of business, and the
vote of a majority of the Directors present at any meeting at which there is a
quorum, shall be the act of the Board, except as may be otherwise specifically
provided by statute or by the Restated Certificate of Incorporation or by these
Bylaws. In case at any meeting of the Board a quorum shall not be present, the
members of the Board present may adjourn the meeting from time to time until a
quorum shall attend.
OFFICERS
24. The officers of the Corporation shall be elected by the Board of
Directors at its annual meeting, or if the case requires, at any other regular
or special meeting; and shall be a Chairman of the Board of Directors and a
Secretary, and, if it so determines, one or more vice presidents, a Treasurer,
one or more assistant secretaries, one or more assistant treasurers, and such
other officers as the Board shall deem desirable. The same person may hold any
two offices at the same time.
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25. The Board of Directors may appoint such other officers and agents
as it shall deem desirable with such further designations and titles as it
considers desirable, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.
26. The compensation of the officers of the Corporation shall be fixed
by or under the direction of the Board of Directors.
27. Except as otherwise provided in the resolution of the Board of
Directors electing any officer, each officer shall hold office until the first
meeting of the Board after the annual meeting of stockholders next succeeding
his or her election, and until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Any officer may resign at any
time upon written notice to the Board or to the Chairman or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein, no acceptance of such resignation shall
be necessary to make it effective. The Board may remove any officer with or
without cause at any time. Any such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Corporation, but the
election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal, or otherwise may be filled for the unexpired portion of the term by the
Board at any regular or special meeting.
28. The officers of the Corporation shall have such powers and duties
in the management of the Corporation as shall be stated in these Bylaws or in a
resolution of the Board of Directors which is not inconsistent with these
Bylaws, and, to the extent not so stated, as generally pertain to their
respective offices, subject to the control of the Board. The Board may require
any officer, agent, or employee to give security for the faithful performance of
his or her duties.
SHARES OF STOCK
29. The certificates of stock of the Corporation shall be in such form
as is consistent with applicable law. The shares of stock of the Corporation
shall be represented by certificates, or some or all of any or all classes or
series of its stock shall be uncertificated shares. Every holder of stock in the
Corporation, upon request, shall be entitled to have a certificate signed by, or
in the name of the Corporation by, the Chairman of the Board, or a vice
president, and the Treasurer or an assistant treasurer, or the Secretary or an
assistant secretary, certifying the number of shares owned by the holder in the
Corporation. Any or all of the signatures on the certificate may be a facsimile.
In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he or she were such officer, transfer
agent, or registrar at the date of issue. Transfers of stock shall be made on
the books of the Corporation only by the record holder of such stock, or by
attorney lawfully constituted in writing, and, in case of stock represented by a
certificate, upon surrender of the certificate.
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LOST, STOLEN, OR DESTROYED STOCK CERTIFICATE
30. The Corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen,
or destroyed, and the Corporation may require the owner of the lost, stolen, or
destroyed certificate, or such owner's legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of such new certificate.
FISCAL YEAR
31. The fiscal year shall begin on the first day of January in each
year.
NOTICES
32. Whenever under the provisions of these Bylaws notice is required to
be given to any Director, officer, or stockholder, it shall not be construed to
mean personal notice, unless expressly so stated, but such notice may be given
by any means or instrumentality reasonably designed for such purpose and
permitted by law.
33. Whenever notice is required to be given by law or under any
provision of the Restated Certificate of Incorporation or these Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
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 unless so required by the Restated
Certificate of Incorporation or these Bylaws.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
34. The Corporation shall indemnify, to the full extent authorized or
permitted by law, any person made or threatened to be made a party to any
action, suit, or proceeding, whether criminal, civil, administrative, or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a Director, officer, or employee of the Corporation or
serves or served at the request of the Corporation any other enterprise as a
Director, officer, or employee.
Expenses incurred by any such person in defending any such action,
suit, or proceeding shall be paid or reimbursed by the Corporation promptly upon
receipt by it of an undertaking of such person to repay such expenses if it
shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation. The rights provided to any person by this Bylaw
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shall be enforceable against the Corporation by such person who shall be
presumed to have relied upon it in serving or continuing to serve as a Director,
officer, or employee. No amendment of this Bylaw shall impair the rights of any
person arising at any time with respect to events occurring prior to such
amendment.
For purposes of this Bylaw 34, the term "Corporation" shall include any
predecessor of the Corporation and any constituent corporation (including any
constituent of a constituent) absorbed by the Corporation in a consolidation or
merger; the term "other enterprise" shall include any corporation, partnership,
joint venture, trust, or employee benefit plan; service "at the request of the
Corporation" shall include service as a Director, officer, or employee of the
Corporation which imposes duties on, or involves services by, such Director,
officer, or employee with respect to an employee benefit plan, its participants
or beneficiaries; any excise taxes assessed on a person with respect to an
employee benefit plan shall be deemed to be indemnifiable expenses; and action
by a person with respect to an employee benefit plan which such person
reasonably believes to be in the interest of the participants and beneficiaries
of such plan shall be deemed to be action not opposed to the best interest of
the Corporation.
35. The indemnification provided by these Bylaws shall not be deemed
exclusive of any other rights to which those indemnified may be entitled by any
Bylaw, agreement, vote of stockholders or disinterested Directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director, officer, or employee and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
36. The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a Director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity or arising out of his or
her status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability under the provisions of these
Bylaws.
INTERESTED DIRECTORS
37. 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 or her or their votes are counted for such
purpose, if: (i) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the Board or
the committee, and the Board 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)
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the material facts as to his or her relationship or interest and as to the
contract or transaction are disclosed or are know 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, 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 or of a committee which authorizes the contract or
transaction.
FORM OF RECORDS
38. Any records maintained by the Corporation in the regular course of
its business, including its stock ledger, books of account, and minute books,
may be kept on, or be in the form of, punch cards, magnetic tape, photographs,
microphotographs, or any other information storage device, provided that the
records so kept can be converted into clearly legible form within a reasonable
time. The Corporation shall so convert any records so kept upon the request of
any person entitled to inspect the same.
AMENDMENTS
39. Subject to any limitations imposed by the Restated Certificate of
Incorporation, the Board of Directors shall have power to adopt, amend, or
repeal these Bylaws. Any Bylaws made by the directors under the powers conferred
by the Restated Certificate of Incorporation may be amended or repealed by the
directors or by the stockholders. Notwithstanding the foregoing and any other
provisions of the Restated Certificate of Incorporation or these Bylaws (and
notwithstanding that a lesser percentage may be specified by law), no provisions
of these Bylaws shall be adopted, amended, or repealed by the stockholders
without an affirmative vote of the holders of not less than eighty percent (80%)
of the voting power of all of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, considered
for the purposes of this Bylaw as a single class.
Notwithstanding the foregoing and any other provisions of the Restated
Certificate of Incorporation or these Bylaws (and notwithstanding that a lesser
percentage may be specified by law), the provisions of this Bylaw 39 and Bylaws
12 and 13 may not be amended or repealed unless such action is approved by the
affirmative vote of the holders of not less than eighty percent (80%) of the
voting power of all of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, considered
for purposes of this Bylaw as a single class.
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The undersigned, duly qualified Secretary of 3M Company, a Delaware
corporation, hereby certifies the foregoing to be a true and complete copy of
the By-Laws of 3M Company in effect on this date.
/s/ Gregg M. Larson
-----------------------------
Assistant General Counsel and
Secretary
Dated: December 9, 2002
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