EXHIBIT 3 (iii)
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BY-LAWS
of
INGERSOLL-RAND COMPANY
As amended through January 1, 1996
EXHIBIT 3 (iii)
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BY-LAWS
of
INGERSOLL-RAND COMPANY
ARTICLE I.
STOCKHOLDERS' MEETINGS
Section 1. Annual Meeting: The annual meeting of the Stockholders of the Company shall be held on the fourth
Thursday of April, in each year, or such other date as the Board of Directors may determine, at such hour and at
such place within or without the State of New Jersey as may be fixed by the Board of Directors and stated in the
notice of the meeting, for the election of Directors of the Company and for the transaction of such other business
as may come before it in accordance with the provisions of these By-Laws.
At any such annual meeting of Stockholders, only such business shall be conducted as shall have been brought
before the meeting
(a) by or at the direction of the Board of Directors, or (b) by any Stockholder entitled to vote at such meeting
who complies with the procedures set forth in this Section 1. Any Stockholder entitled to vote at such meeting
may propose business to be included in the agenda of such meeting only if written notice of such Stockholder's
intent is given to the Secretary of the Company, either by personal delivery or by United States mail, postage
prepaid, not later than 90 days in advance of the anniversary of the immediately preceding annual meeting or if the
date of the annual meeting of Stockholders occurs more than 30 days before or 60 days after the anniversary of
such immediately preceding annual meeting, not later than the close of business on the seventh day following the
date on which notice of such meeting is given to Stockholders. A Stockholder's notice to the Secretary shall set
forth in writing as to each matter such
EXHIBIT 3 (iii)
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Stockholder proposes to bring before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such bus