EXHIBIT (3-2)
Regulations
EXHIBIT (3.2)
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The Procter & Gamble Company
Regulations
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ARTICLE I
Seal
SECTION 1. Form. The seal of the Company
shall have upon it the name and words, "The
Procter & Gamble Company. Incorporated 1905,"
arranged in a circle with the trademark of the
Company, to wit, a crescent and thirteen stars set
within the space thus enclosed.
ARTICLE II
Shareholders
SECTION 1. Place of Meeting. Meetings of
shareholders shall be held in Cincinnati, Hamilton
County, Ohio, but the shareholders or the Board of
Directors shall have authority to provide for the
holding of meetings of shareholders elsewhere
within or without the State of Ohio, except the
annual meeting, or a meeting to elect Directors.
SECTION 2. Annual Meeting. The annual meeting
of the shareholders shall be held on the second
Tuesday of October in each year, at which time
there shall be elected in accordance with the laws
of the State of Ohio and ARTICLE III of these
Regulations, a Board of Directors. Reports of
officers, committees and Directors shall be
received and considered at such meeting.
SECTION 3. Special Meetings. Special meetings
of the shareholders may be called and held as
provided by law.
SECTION 4. Notice of Meetings. A notice, as
required by law, of each regular or special
meeting of shareholders shall be given in writing
by the President or a Vice-President, or the
Secretary, or an Assistant Secretary, not less
than ten (10) days before the meeting.
SECTION 5. Quorum. The shareholders present
in person or by proxy at any meeting shall
constitute a quorum unless a larger proportion is
required to take the action stated in the notice
of the meeting, in which case, to constitute a
quorum, there shall be present in person or by
proxy the
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holders of record of shares entitling them to
exercise the voting power required by the Articles
of the Company to take the action stated.
SECTION 6. Organization. The Chairman of the
Board shall preside at all meetings of the
shareholders, but in his absence the Board of
Directors may appoint any officer to act as
presiding officer at the meeting. The Secretary of
the Company shall act as Secretary of all meetings
of the shareholders, but in his absence the
presiding officer may appoint any person to act as
Secretary of the meeting.
SECTION 7. Order of Business. At all
shareholders' meetings the order of business shall
be as follows:
1. Reading minutes of previous meeting and
acting thereon.
2. Report of Directors or committees.
3. Reports of officers.
4. Unfinished business.
5. Election of Directors.
6. New or miscellaneous business.
ARTICLE III
Board of Directors
SECTION 1. Number. The Board of Directors
shall be composed of seventeen (17) persons unless
this number is changed by: (1) the shareholders by
the affirmative vote of the holders of shares of
the Company entitling them to exercise at least
eighty percent (80%) of the voting power of the
Company voting as a single class at a meeting of
shareholders called for the purpose of electing
Directors or (2) the affirmative vote of at least
two-thirds (2/3) of the whole authorized number of
Directors. The Directors may increase the number
to not more than nineteen (19) persons and may
decrease the number to not less than fifteen (15)
persons. Any Director's office created by the
Directors by reason of an increase in their number
may be filled by action of a majority of the
Directors in office.
SECTION 2. Election and Term. Except as
otherwise provided by law, the Articles of the
Company or these Regulations, Directors shall be
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elected at the annual meeting of shareholders to
serve until the end of the term to which they are
elected and until their successors are elected and
qualify. The number of Directors of the Company
shall be fixed from time to time in accordance
with these Regulations and may be increased or
decreased as herein provided. The Board of
Directors shall be divided into three classes, as
nearly equal in number as the then total number of
Directors constituting the whole Board permits, it
not being required that each class have the same
number of members if such is mathematically
impossible, with the term of office of one class
expiring each year. At the annual meeting of
shareholders in 1985, Directors of the first class
shall be elected to hold office for a term
expiring at the next succeeding annual meeting,
Directors of the second class shall be elected to
hold office for a term expiring at the second
succeeding annual meeting and Directors of the
third class shall be elected to hold office for a
term expiring at the third succeeding annual
meeting. Thereafter, at each annual meeting of
shareholders the successors to the class of
Directors whose term shall then expire shall be
elected to hold office for a term expiring at the
third succeeding annual meeting after such
election. In the event of any increase in the
number of Directors of the Company, the additional
Director or Directors shall be so classified that
all classes of Directors shall be as nearly equal
as may be possible. In the event of any decrease
in the number of Directors of the Company, all
classes of Directors shall be decreased as nearly
equally as may be possible.
SECTION 3. Removal, Vacancies. Directors may
be removed from office, as provided by law, by the
vote of the holders of at least eighty percent
(80%) of the voting power of the Company, voting
as a single class, entitling them to elect
Directors in place of those to be removed.
Vacancies in the Board of Directors for any
unexpired term shall be filled by the remaining
Directors, though less than a majority of the
whole authorized number of Directors, by the vote
of a majority of their number.
SECTION 4. Meetings. Unless otherwise
determined by the Board of Directors, the Board
shall meet once a month, except the month of
August, at such times and places, either within or
without the State of Ohio, as may be determined by
the Board. Special meetings of the Board of
Directors may be called at any time by the
Chairman of the Board, the President, any other
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officer who is a member of the Board or by the
majority of the Board.
SECTION 5. Notice of Meetings. The Board
shall decide what notice, if any, shall be given
and the length of time prior to the meeting that
such notice shall be given of all meetings. Any
meeting at which all of the Directors are present
shall be a valid meeting whether notice thereof
was given or not, and any business may be
transacted at such a meeting.
SECTION 6. Quorum. A majority of the Board of
Directors shall constitute a quorum for the
transaction of business, and if at any meeting of
the Board there be less than a quorum present, a
majority of those present may adjourn the meeting
from time to time.
SECTION 7. Compensation of Directors and
Members of the Executive Committee. The Board of
Directors is authorized to fix, from time to time,
their own compensation for attendance at the
meetings of the Board, and the compensation of
members of the Executive Committee for attendance
at meetings of such Committee, which may include
expenses of attendance when meetings are not held
at the place of residence of any attending
Director or member.
SECTION 8. Indemnification of Directors and
Officers. The Company shall indemnify each present
and future Director and officer, his heirs,
executors and administrators against all costs,
expenses (including attorneys' fees), judgments,
and liabilities, reasonably incurred by or imposed
on him in connection with or arising out of any
claim or any action, suit or proceeding, civil or
criminal, in which he may be or become involved by
reason of his being or having been a Director or
officer of the Company, or of any of its
subsidiary companies, or of any other company in
which he served or serves as a Director or officer
at the request of the Company, irrespective of
whether or not he continues to be a Director or an
officer at the time he incurs or becomes subjected
to such costs, expenses (including attorneys'
fees), judgments, and liabilities; but such
indemnification shall not be operative with
respect to any matter as to which in any such
action, suit or proceeding he shall have been
finally adjudged to have been derelict in the
performance of his duties as such Director or
officer. Such indemnification shall apply when the
adjudication in such action, suit or proceeding is
otherwise than on the merits and also shall apply
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when a settlement or compromise is effected, but
in such cases indemnification shall be made only
if the Board of Directors of the Company, acting
at a meeting at which a majority of the quorum of
the Board is unaffected by self interest, shall
find that such Director or officer has not been
derelict in the performance of his duty as such
Director or officer with respect to the matter
involved, and shall adopt a resolution to that
effect and in cases of settlement or compromise
shall also approve the same; in cases of
settlement or compromise such indemnification
shall not include reimbursement of any amounts
which by the terms of the settlement or compromise
are paid or payable to the Company itself by the
Director or officer (or in the case of a Director
or officer of a subsidiary or another company in
which such Director or officer is serving at the
request of the Company any amounts paid or payable
by such Director or officer to such company). If
the Board of Directors as herein provided refuses
or fails to act or is unable to act due to the
self interest of some or all of its members, the
Company at its expense shall obtain the opinion of
counsel and indemnification shall be had only if
it is the opinion of such counsel that the
Director or officer has not been derelict in the
performance of his duties as such Director or
officer with respect to the matter involved.
The right of indemnification provided for in
this section shall not be exclusive of other
rights to which any Director or officer may be
entitled as a matter of law and such rights, if
any, shall also inure to the benefit of the heirs,
executors or administrators of any such Director
or officer.
ARTICLE IV
Executive Committee
SECTION 1. Executive Committee. The Board of
Directors may, by resolution, designate not less
than three (3) of its number to constitute an
Executive Committee, but may repeal said
resolution and dispense with said Committee at any
time.
SECTION 2. Powers of Executive Committee. The
Executive Committee shall have charge of the
management of the business and affairs of the
Company in the interim between meetings of the
Directors, and generally shall have all of the
authority of the Board in the transaction of such
business of the Company as in the judgment of the
Committee may require action before the next
regular meeting of the Board.
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SECTION 3. Limitation of Powers of Executive
Committee. The Board of Directors shall have
authority to limit or qualify the powers of the
Executive Committee at any time, and may rescind
any action of the Executive Committee to the
extent that no rights of third persons shall have
intervened.
SECTION 4. Record of Executive Committee. The
Executive Committee shall keep a record of its
proceedings and make a report of its acts and
transactions to the Board of Directors, all of
which shall form part of the records of the
Company.
ARTICLE V
Officers
SECTION 1. Number. The officers of the
Company shall be a Chairman of the Board, a
President, one or more Vice-Presidents, a
Secretary, one or more Assistant Secretaries, a
Treasurer, one or more Assistant Treasurers, and a
Comptroller. Any two or more of the offices may be
held by the same person, but no officer shall
execute, acknowledge or verify any instrument in
more than one capacity if such instrument is
required to be executed, acknowledged or verified
by two or more officers.
SECTION 2. Other Officers. The Board of
Directors is authorized in its discretion to
provide for such other officers and agents as it
shall deem necessary from time to time and may
dispense with any offices and agencies at any time
except those required by law.
SECTION 3. Election, Term and Removal. At the
first meeting of the Board of Directors after
their election annually, the Board shall select
all officers of the Company. All officers of the
Company shall hold their offices during the
pleasure of the Board, or until their successor or
successors are elected and qualified, and the
Board may remove or suspend any officer at any
time, without notice, by the affirmative vote of a
majority of the entire Board.
SECTION 4. Vacancies and Absence. If any
office shall become vacant by reason of the death,
resignation, disqualification or removal of the
incumbent thereof, or other cause the Board of
Directors may elect a successor to hold office for
the unexpired term in respect to which such
vacancy occurred or was created. In case of the
absence of any officer of the Company or for any
reason that
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the Board of Directors may determine as
sufficient, the said Board may delegate the powers
and duties of such officer to any other officer,
or to any Director, except where otherwise
provided by these Regulations or by statute, for
the time being.
ARTICLE VI
Duties of Officers
SECTION 1. Chairman of the Board. The
Chairman of the Board of Directors shall preside
at all meetings of the Board, appoint all special
or other committees (unless otherwise ordered by
the Board), shall confer with and advise all other
officers of the Company, and shall perform such
other duties as may be delegated to him by the
Board or the officer designated as Chief
Executive.
SECTION 2. President. The President shall
perform such duties and have such responsibilities
as may be delegated or assigned to him by the
Board or the officer designated as Chief
Executive.
SECTION 3. Chief Executive. The Board of
Directors shall designate either the Chairman of
the Board or the President to be the Chief
Executive of the Company. The officer so
designated shall be responsible for the
supervision, general control and management of all
the Company's business and affairs, subject only
to the authority of the Board of Directors. He
shall make periodic reports to the Board of
Directors, making such recommendations as he
thinks proper, and shall bring before the Board of
Directors such information as may be required
relating to the Company's business and affairs.
The Board of Directors may designate one of the
officers of the Company who is a Director to
perform the duties and have the powers of the
officer who is the Chief Executive in his absence,
and during his absence the officer so designated
shall be authorized to exercise all of his
responsibilities.
SECTION 4. Other Officers. All other officers
shall perform such duties and have such
responsibilities as may be delegated or assigned
to them by the Board of Directors or the officer
designated as Chief Executive.
SECTION 5. Bonds of Officers. The Board of
Directors or the Executive Committee shall
determine which officers of the Company shall give
bond, and the amount thereof, the expense to be
paid by the Company.
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ARTICLE VII
Certificates for Shares of Stock
SECTION 1. Mutilated and Lost Certificates.
If any certificate for shares of the Company
become worn, defaced or mutilated, the Board of
Directors upon production or surrender thereof may
order the same cancelled, and a new certificate
issued in lieu thereof. If any certificate for
shares be lost or destroyed, a new certificate may
be issued upon such terms and under such
regulations as may be adopted by the Board of
Directors.
ARTICLE VIII
General Welfare
SECTION 1. Policy. It is declared to be the
policy of the Company to recognize that its
interests and those of its employees are
inseparable, and are best developed and maintained
by the adoption of such measures as will assure
the employees of the Company of this fact. To this
end the Board of Directors is authorized, in its
discretion, to inaugurate and maintain a
profit-sharing or other similar plan, an adequate
pension and benefit plan, and to grant to the
employees such voice in the conduct of the
business as may seem to the Board to be right and
proper.
SECTION 2. Stock Ownership by Employees. The
Board of Directors is authorized to devise and
carry into effect such plans as it may deem
advisable, to assist the employees to become
shareholders of the Company by the purchase of its
shares.
ARTICLE IX
Amendments
SECTION 1. Amendments. These Regulations or
any of them, may be altered, amended, added to or
repealed as provided by law, except that ARTICLE
III, Sections 1, 2, 3 and 8 and this ARTICLE IX
may only be altered, amended, added to or repealed
at a meeting held for such purpose (1) prior to
the date of the annual meeting in 1990, by the
affirmative vote of the holders of at least eighty
percent (80%) of the outstanding shares of capital
stock of the Company entitled to vote thereon,
considered for purposes of this Section 1 as one
class; (2) from the date of the annual meeting in
1990 to and including the date of the annual
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meeting in 2000, by the affirmative vote of the
holders of at least a majority of the outstanding
shares of capital stock of the Company entitled to
vote thereon, considered for purposes of this
Section 1 as one class, provided that during such
period said vote may be increased at any time to
the affirmative vote of at least eighty percent
(80%) of the outstanding shares of capital stock
of the Company by a resolution adopted by at least
two-thirds (2/3) of the members of the whole Board
of Directors; and (3) after the date of the annual
meeting in 2000, by the affirmative vote of the
holders of at least a majority of the outstanding
shares of capital stock of the Company entitled to
vote thereon, considered for the purposes of this
Section 1 as one class.
ARTICLE X
Assent of Shareholders
SECTION 1. Effect. Any person becoming a
shareholder in this Company shall be deemed to
assent to these Regulations, and any alterations,
amendments, or additions thereto, lawfully
adopted, and shall designate to the Secretary or
appointed Transfer Agents of the Company, the
address to which he desires that the notices
herein required to be given may be sent, and all
notices mailed to such address with postage
prepaid, shall be considered as duly given at the
date of mailing, provided, however, that in the
event that any shareholder shall have failed to so
designate an address to which notices shall be
sent, then said notices shall be sent to any
address where the Secretary believes he may be
reached, otherwise to "General Delivery,
Cincinnati, Ohio." The mailing of any notice to
"General Delivery, Cincinnati, Ohio," shall be
conclusive that the Secretary knows of no address
where he believes said shareholder may be reached.