UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 16, 2004
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LYNCH CORPORATION
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(Exact Name of Registrant as specified in Charter)
Indiana 1-106 38-1799862
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
140 Greenwich Avenue, Greenwich, Connecticut 06830
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 203-622-1150
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
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On December 16, 2004, the Board of Directors of the Registrant adopted
amended and restated by-laws in the form annexed as Exhibit 3.1 hereto. The
following is a summary of substantive changes effected by the amended and
restated by-laws:
ARTICLE 1. MEETINGS OF SHAREHOLDERS.
VOTING.
A sentence was added to this section permitting a beneficial owner, rather than
the record owner of such shares, to vote such shares upon compliance with the
Indiana Business Corporation Law (the "IBCL").
CHAIRMAN AND SECRETARY AT MEETING.
The Chairman of the Board, or in his absence the President, is to preside as
chairman at meetings of shareholders. The Secretary, or in his absence a person
designated by the Chairman, is to serve as secretary at such meetings.
REMOVAL OF DIRECTORS.
Former Section 9. REMOVAL OF DIRECTORS was deleted, as its provisions were
inconsistent with applicable provisions of the IBCL .
ELECTRONIC COMMUNICATIONS.
A provision was added permitting a meeting of shareholders by conference among
shareholders by electronic communication as permitted by the IBCL.
ARTICLE II. DIRECTORS.
NUMBER AND TERMS.
The provisions regarding vacancies occurring in the Board of Directors have been
deleted with the effect that the applicable provisions of the IBCL shall govern.
ARTICLE III. OFFICERS.
TERM.
The provision relating to an officer's term of office was amended to provide
that he shall hold office until his successor is elected and qualifies, or such
officer's death, resignation, disqualification or removal.
CHIEF EXECUTIVE OFFICER.
The President is designated the Chief Executive Officer.
TREASURER.
The Treasurer's functions include those formerly associated with the Controller.
ARTICLE VI. MISCELLANEOUS.
SEVERABILITY.
Any provision of the By-laws that is construed to be in violation of the IBCL
shall not render invalid any other provision thereof.
ITEM 8.01. OTHER EVENTS.
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As previously reported by the Registrant, it and its subsidiary, Lynch
Systems, Inc. are defendants in an action in the Superior Court of Maine (the
"Court") brought by PACE Local 1-1069 on behalf of employees formerly employed
at a Maine facility. On December 1, 2004, the Court issued a revised order
correcting to $656,021 the calculation of damages to be awarded such employees.
The Registrant and Lynch Systems, Inc. have appealed the Court's judgment and
the appeal is pending. The Registrant intends to increase the accounting reserve
related to this action by approximately $250,000. Should the Registrant be
unsuccessful in its appeal and should the judgment not be otherwise compromised,
the Registrant would be required to pay the amount thereof, together with
interest. The plaintiff has also asked the Court to order the payment of certain
costs related to the judgment. The Registrant denies that the plaintiff is
entitled to such costs.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBITS
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3.1 By-laws of Lynch Corporation, as amended and restated as
of December 16, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LYNCH CORPORATION
By: /s/ John C. Ferrara
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John C. Ferrara
President and Chief Executive Officer
December 22, 2004
EXHIBIT 3.1
BY-LAWS
of
LYNCH CORPORATION
(As amended and restated through December 16, 2004)
ARTICLE I
Meetings of Shareholders
SECTION 1. ANNUAL MEETINGS. Annual meetings of the shareholders of the
Corporation shall be held on the first Thursday of May of each year, at such
hour and at such place within or without the State of Indiana as shall be
designated by the Board of Directors. In the absence of designation, the meeting
shall be held at the principal office of the Corporation at 4:00 p.m. (local
time). The Board of Directors may, by resolution, change the date or time of
such annual meeting. If the day fixed for any annual meeting of shareholders
shall fall on a legal holiday, then such annual meeting shall be held on the
first following day that is not a legal holiday.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders of the
Corporation may be called at any time by the Board of Directors, the Chairman of
the Board or the President and shall be called by the Board of Directors if the
Secretary receives written, dated and signed demands for a special meeting,
describing in reasonable detail the purpose or purposes for which it is to be
held, from the holders of shares representing at least twenty-five percent (25%)
of all votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting. If the Secretary receives one (1) or more proper
written demands for a special meeting of shareholders, the Board of Directors
may set a record date for determining shareholders entitled to make such demand.
The Board of Directors, the Chairman of the Board or the President, as the case
may be, calling a special meeting of shareholders shall set the date, time and
place of such meeting, which may be held within or without the State of Indiana.
SECTION 3. NOTICES. A written notice, stating the date, time and place of
any meeting of the shareholders, and in the case of a special meeting the
purpose or purposes for which such meeting is called, shall be delivered or
mailed by the Secretary of the Corporation to each shareholder of record of the
Corporation entitled to notice of or to vote at such meeting no fewer than ten
(10) nor more than sixty (60) days before the date of the meeting. In the event
of a special meeting of shareholders required to be called as the result of a
demand therefor made by shareholders, such notice shall be given no later than
the sixtieth (60th) day after the Corporation's receipt of the demand requiring
the meeting to be called. Notice of shareholders' meetings, if mailed, shall be
mailed, postage prepaid, to each shareholder at his or her address shown in the
Corporation's current record of shareholders.
A shareholder or the shareholder's proxy may at any time waive notice of a
meeting if the waiver is in writing and is delivered to the Corporation for
inclusion in the minutes or filing with the Corporation's records. A
EXHIBIT 3.1
shareholder's attendance at a meeting, whether in person or by proxy, (a) waives
objection to lack of notice or defective notice of the meeting, unless the
shareholder or the shareholder's proxy at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting, and (b) waives
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder or the shareholder's proxy objects to considering the matter when it
is presented. Each shareholder who has in the manner above provided waived
notice or objection to notice of a shareholders' meeting shall be conclusively
presumed to have been given due notice of such meeting, including the purpose or
purposes thereof.
If an annual or special shareholders' meeting is adjourned to a different
date, time or place, notice need not be given of the new date, time or place if
the new date, time or place is announced at the meeting before adjournment,
unless a new record date is or must be established for the adjourned meeting.
SECTION 4. VOTING. Except as otherwise provided by the Corporation's
Restated Articles of Incorporation or the Indiana Business Corporation Law (the
"IBCL"), each share of the capital stock of any class of the Corporation that is
outstanding at the record date established for any annual or special meeting of
shareholders and is outstanding at the time of and represented in person or by
proxy at .the annual or special meeting, shall entitle the record holder
thereof, or the shareholder's proxy, to one (1) vote on each matter voted on at
the meeting. Upon compliance with the provisions of the IBCL, beneficial owners,
rather than the actual shareholder, may vote the shares.
SECTION 5. QUORUM. Unless the Corporation's Restated Articles of
Incorporation or the IBCL provide otherwise, at all meetings of shareholders a
majority of the votes entitled to be cast on a matter, represented in person or
by proxy, constitutes a quorum for action on the matter. Action may be taken at
a shareholders' meeting only on matters with respect to which a quorum exists;
provided, however, that any meeting of shareholders, including annual and
special meetings and any adjournments thereof, may be adjourned to a later date
although less than a quorum is present. Once a share is represented for any
purpose at a meeting, it is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting unless a new record date
is or must be set for that adjourned meeting.
SECTION 6. CHAIRMAN AND SECRETARY AT MEETING. At each meeting of
shareholders the Chairman of the Board, or in such person's absence, the
President, or in such person's absence, the person designated in writing by the
Chairman of the Board, or if no person is so designated, then a person
designated by the Board of Directors, shall preside as chairman of the meeting;
if no person is so designated, then the meeting shall choose a chairman by
plurality vote. The Secretary, or in such person's absence, a person designated
by the chairman of the meeting, shall act as secretary of the meeting.
SECTION 7. VOTE REQUIRED TO TAKE ACTION. If a quorum exists as to a matter
to be considered at a meeting of shareholders, action on such matter (other than
the election of Directors) is approved if the votes properly cast favoring the
action exceed the votes properly cast opposing the action, unless the
Corporation's Restated Articles of Incorporation or the IBCL Law require a
greater number of affirmative votes. Directors shall be elected by a plurality
of the votes cast.
SECTION 8. RECORD DATE. Only such persons shall be entitled to notice of,
or to vote, in person or by proxy, at any shareholders' meeting as shall appear
as shareholders upon the books of the Corporation as of such record date as the
Board of Directors shall determine, which date may not be earlier than the date
seventy (70) days immediately preceding the meeting. In the absence of such
determination, the record date shall be the fiftieth (50th) day immediately
preceding the date of such meeting. Unless otherwise provided by the Board of
Directors, shareholders shall be determined as of the close of business on the
record date.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
his or her shares either in person or by proxy. A shareholder may appoint a
proxy to vote or otherwise act for the shareholder (including authorizing the
proxy to receive, or to. waiver, notice of any shareholders' meetings within the
effective period of such proxy) by signing an appointment form, either
personally or by the shareholder's attorney-in-fact. Such proxy shall be filed
with the Secretary before or at the time of the meeting. An appointment of a
proxy is effective when received by the Secretary or other officer or agent
authorized to tabulate votes and is effective for eleven (11) months, unless a
shorter or longer period is expressly provided in the appointment form. The
proxy's authority may be limited to a particular meeting or may be general and
authorize the proxy to represent the shareholder at any meeting of shareholders
held within the time provided in the appointment form. Subject to the IBCL and
to any express limitation on the proxy's authority appearing on the face of the
appointment form, the Corporation is entitled to accept the proxy's vote or
other action as that of the shareholder making the appointment.
SECTION 10. ELECTRONIC COMMUNICATIONS. A meeting of the shareholders in the
form of a conference among shareholders may be held by electronic communication
as permitted by the IBCL.
ARTICLE II
Directors
SECTION 1. NUMBER AND TERMS. The business affairs and property of the
Corporation shall be managed by the Board of Directors, which shall consist of
no less than five (5) nor more than thirteen (13). Within the limits above
specified, the number of directors shall be determined by resolution of the
Board of Directors. Subject to the applicable provisions, if any, of the
Restated Articles of Incorporation regarding the number of Directors, the number
of Directors may be increased or decreased by an amendment of these By-laws, but
no decrease in number shall have the effect of shortening the term of any
incumbent Director.
Each Director shall be elected for a term of office to expire at the annual
meeting of shareholders next following his election.
Despite the expiration of a Director's term, the Director shall continue to
serve until the Director's successor is elected and qualified, or until the
earlier of the Director's death, resignation, disqualification or removal, or
until there is a decrease in the number of Directors.
The Directors and each of them shall have no authority to bind the
Corporation except when acting as the Board of Directors or a committee thereof.
SECTION 2. QUORUM AND VOTE REQUIRED TO TAKE ACTION. A majority of the whole
Board of Directors shall be necessary to constitute a quorum for the transaction
of any business, except the filling of vacancies. If a quorum is present when a
vote is taken, the affirmative vote of a majority of the Directors present shall
be the act of the Board of Directors, unless the act of a greater number is
required by the IBCL, the Corporation's Restated Articles of Incorporation or
these By-Laws.
SECTION 3. ANNUAL AND REGULAR MEETINGS. The annual meeting of the Board of
Directors for the purpose of transacting such business as properly may come
before such meeting shall meet (a) without notice immediately following the
annual meeting of the shareholders or (b) as soon as practicable thereafter, on
notice to each Director. Other regular meetings of the Board of Directors, in
addition to said annual meeting, shall be held on such dates, at such times and
at such places as shall be fixed by resolution adopted by Board of Directors and
specified in a notice of each such regular meeting, or otherwise communicated to
the Directors. The Board of Directors may at any time alter the date for the
next regular meeting of the Board of Directors.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by any member of the Board of Directors upon not less than twenty-four
(24) hours' notice given to each Director of the date, time and place of the
meeting, which notice need not specify the purpose or purposes of the special
meeting. Such notice may be communicated in person (either in writing or
orally), by telephone, telegraph, teletype or other form of wire or wireless
communication, or by mail, and shall be effective at the earlier of the time of
its receipt or, if mailed, five (5) days after its mailing. Notice of any
meeting of the Board may be waived in writing at any time if the waiver is
signed by the Director entitled to the notice and is filed with the minutes or
corporate records. A. Director's attendance at or participation in a meeting
waives any required notice to the Director of the meeting, unless, the Director
at the beginning of the meeting (or promptly upon the Director's arrival)
objects to holding: the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.
SECTION 5. WRITTEN CONSENTS. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if the
action is taken by all members of the Board of Directors. The action must be
evidenced by one (1) or more written consents describing the action taken,
signed by each Director, and included in the minutes or filed with the corporate
records reflecting the action taken. Action taken under this Section 5 is
effective when the last Director signs the consent, unless the consent specifies
a different prior or subsequent effective date, in which cases the action is
effective on or as of the specified date. A consent signed under this Section 5
shall have the same effect as a unanimous vote of all members of the Board and
may be described as such in any document.
SECTION 6. PARTICIPATION BY CONFERENCE TELEPHONE. The Board of Directors
may permit any or all Directors to participate in a regular or special meeting
by, or through the use of, any means of communication, such as conference
telephone, by which all Directors participating may simultaneously hear each
other during the meeting. A Director participating in a meeting by such means
shall be deemed to be present in person at the meeting.
SECTION 7. COMMITTEES. a) The Board of Directors may create one (1) or more
committees and appoint members of the Board of Directors to serve on them, by
resolution of the Board of Directors adopted by a majority of all the Directors
in office when the resolution is adopted. Each committee may have one (1) or
more members, and all the members of a committee shall serve at the pleasure of
the Board of Directors.
To the extent specified by the Board of Directors in the resolution creating a
committee, each committee may exercise all of the authority of the Board of
Directors; provided, however, that a committee may not take any actions that a
committee is not permitted to take by IBCL 23-1-34-6.
Except to the extent inconsistent with the resolutions creating a committee,
Sections 1 through 6 of Article II of these By-Laws, which govern meetings,
action without meetings, notice and waiver of notice, quorum and voting
requirements and telephone participation in meetings of the Board of Directors,
apply to each committee and its members as well.
ARTICLE III
Officers
SECTION 1. PRINCIPAL OFFICERS. The principal officers of the Corporation
shall be the President, one or more Vice Presidents, a Secretary and a
Treasurer, all of whom shall be elected by the Board of Directors. The Board of
Directors may in addition elect a Chairman of the Board who shall be chosen from
among the Directors. Any two or more offices may be held by the same person.
SECTION 2. TERM. Each of such officers shall hold office until his
successor is elected and qualified, or if, earlier, such officer's death,
resignation, disqualification or removal. Any officer elected or appointed by
the Board of Directors may be removed, with or without cause, at any time by a
majority vote of the Directors then in office. Any vacancy that may occur among
the officers of the Corporation may be filled by the Board of Directors.
SECTION 3. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board
shall preside at all meetings of shareholders and of the Board of Directors,
shall counsel and advise with the Directors and the officers on matters
affecting the welfare of the Corporation, and shall have such other powers and
duties as may be assigned to the Chairman of the Board from time to time by the
Board of Directors or the Executive Committee (if there be one).
SECTION 4. PRESIDENT. The President shall be the chief executive officer of
the Corporation and shall, in the absence of the Chairman of the Board, preside
at all meetings of shareholders or of the directors. The President shall have
such powers and perform such duties as may be assigned to the President from
time to time by the Board of Directors or the Executive Committee.
SECTION 5. VICE PRESIDENT. Each Vice President shall have such powers and
perform such duties as may be assigned to such Vice President from time to time
by the Board of Directors, Executive Committee or President.
SECTION 6. SECRETARY. The Secretary shall record the votes at and the
minutes of all meetings of the shareholders and of the directors and shall cause
all notices of such meetings to be given in accordance with these By-Laws or as
required by law. The Secretary shall have custody of the seal of the Corporation
and shall affix it to any instrument and attest the same. The Secretary shall
perform such other duties incident to the Secretary's office or as may be
assigned to the Secretary by the Board of Directors, Executive Committee or
President.
SECTION 7. TREASURER. The Treasurer shall have charge of the funds,
security and other valuable documents of the Corporation and of the receipts and
disbursements thereof. The Treasurer shall deposit or cause to be deposited in
the name and to the credit of the Corporation all funds of the Corporation in
such banks or other depositories as may be designated by the Board of Directors
or the Executive Committee and in general shall perform all the duties incident
to the office of a treasurer of a corporation and such other duties as may be
assigned to the Treasurer from time to time by the Board of Directors, Executive
Committee or the President. The Treasurer shall render to the Board of
Directors, Executive Committee or the President, when so requested, an account
of all the Treasurer's transactions as Treasurer. The Treasurer shall keep full
and accurate books of account and, if required, the Treasurer shall furnish bond
for the faithful performance of the Treasurer's duties in such amount and with
such surety as shall be approved by the Board of Directors, Executive Committee
or President.
The Treasurer shall maintain adequate records of all assets, liabilities
and transactions of the Corporation, see that adequate audits thereof are
currently and regularly made, and, in conjunction with other officers and
department heads, initiate and enforce measures and procedures whereby the
business of the Corporation shall be conducted with the maximum safety,
efficiency and economy.
SECTION 8. SUBORDINATE OFFICERS. The Board of Directors may appoint one or
more Assistant Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, a Controller and such other officers and agents as the
Board of Directors may deem advisable. Each such officer or agent shall hold
office at the pleasure of the Board of Directors and shall have such authority
and perform such duties as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any principal officer the
power to appoint and to remove any such subordinate officer or agent and to
define his duties.
SECTION 9. DELEGATION OF DUTIES. If any officer is temporarily absent or
disabled the Board of Directors may delegate the duty or duties of such officer
to any other officer or any Director, for the time being, except as otherwise
provided by law.
SECTION 10. COMPENSATION. The Board of Directors shall have the power to
fix the compensation of all the elective officers. The President shall have the
power to fix the compensation of all other officers, agents and employees.
ARTICLE IV
Stock
SECTION 1. EXECUTION. Certificates for shares of the capital stock of the
Corporation shall be signed by the Chairman of the Board, President, or a Vice
President and by the Secretary or any Assistant Secretary and, the seal of the
Corporation (or a facsimile thereof), if any, may be thereto affixed. Where any
such certificate is also signed by a transfer agent or a registrar, or both, the
signatures of the officers of the Corporation may be facsimiles. The Corporation
may issue and deliver any such certificate notwithstanding that any such officer
who shall have signed, or whose facsimile signature shall have been imprinted
on, such certificate shall have ceased to be such officer.
SECTION 2. CONTENTS. Each certificate shall state on its face the name of
the Corporation and that it is organized under the laws of the State of Indiana,
the name of the person to. whom it is issued, and the number and class of shares
and the designation of the series, if any, the certificate represents.
SECTION 3. TRANSFERS. Except as otherwise provided by law or by resolution
of the Board of Directors, transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof in person or by duly authorized attorney, on payment of all taxes
thereon and surrender for cancellation of the certificate or certificates for
such shares (except as hereinafter provided in the case of loss, destruction or
mutilation of certificates) properly endorsed by the holder thereof or
accompanied by the proper evidence of succession, assignment or authority to
transfer, and delivered to the Secretary or an Assistant Secretary.
SECTION 4. STOCK TRANSFER RECORDS. There shall be entered upon the stock
records of the Corporation the number of each certificate issued, the name and
address of the registered holder of such certificate, the number, kind and class
of shares represented by such certificate, the date of issue, whether the shares
are originally issued or transferred, the registered holder from whom
transferred and such other information as is commonly required to be shown by
such records. The stock records of the Corporation shall be kept at its
principal office, unless the Corporation appoints a transfer agent or registrar,
in which case the Corporation shall keep at its principal office a complete and
accurate shareholders' list giving the names and addresses of all shareholders
and the number and class of shares held by each. If a transfer agent is
appointed by the Corporation, shareholders shall give written notice of any
changes in their addresses from time to time to the transfer agent.
SECTION 5. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
appoint one or more transfer agents and one or more registrars and may require
each stock certificate to bear the signature of either or both.
SECTION 6. LOSS, DESTRUCTION OR MUTILATION OF CERTIFICATES. The holder of
any of the capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate therefor,
and the Board of Directors may, in its discretion, cause to be issued to the
stockholder a new certificate or certificates of stock, upon the surrender of
the mutilated certificate, or, in the case of loss or destruction, upon
satisfactory proof of such loss or destruction. The Board of Directors may, in
its discretion, require the holder of the lost or destroyed certificate or the
holder's legal representative to give the Corporation a bond in such sum and in
such form, and with such surety or sureties as it may direct, to indemnify the
Corporation, its transfer agents and registrars, if any, against any claim that
may be made against them or any of them with respect to the capital stock
represented by the certificate or certificates alleged to have been lost or
destroyed, but the Board of Directors may, in its discretion, refuse to issue a
new certificate or certificates, save upon the order of a court having
jurisdiction in such matters.
SECTION 7. FORM OF CERTIFICATES. The form of the certificates for shares of
the capital stock of the Corporation shall conform to the requirements of
Section 2 of this Article IV and be in such printed form as shall from time to
time be approved by resolution of the Board of Directors.
ARTICLE V
Seal
The corporate seal of the Corporation shall, if the Corporation elects to
have one, be in the form of a disc, with the name of the Corporation and
"INDIANA" on the periphery thereof and the word "SEAL" in the center.
ARTICLE VI
Miscellaneous
SECTION 1. INDIANA BUSINESS CORPORATION LAW. The provisions of the IBCL, as
amended, applicable to all matters relevant to, but not specifically covered by,
these By-Laws are hereby, by reference, incorporated in and made a part of these
By-Laws.
SECTION 2. FISCAL YEAR. The Board of Directors shall have the power to fix,
and from time to time change, the fiscal year of the Corporation. In the absence
of any such determination, the fiscal year shall be the calendar year.
SECTION 3. REDEMPTION OF SHARES ACQUIRED IN CONTROL SHARE ACQUISITIONS. If
and whenever the provisions of IBCL 23-1-42 apply to the Corporation, any or all
control shares acquired in a control share acquisition shall be subject to
redemption by the Corporation, if either:
no acquiring person statement has been filed with the Corporation with respect
to such control share acquisition in accordance with IBCL 23-1-42-6, or
the control shares are not accorded full voting rights by the Corporation's
shareholders as provided in IBCL 23-1-42-9.
A redemption pursuant to Section 3(a) of this Article VI may be made at any
time during the period ending sixty (60) days after the last acquisition of
control shares by the acquiring person. A redemption pursuant to Section 3(b) of
this Article VI may be made at any time during the period ending two (2) years
after the shareholder vote with respect to the granting of voting rights to such
control shares. Any redemption pursuant to this Section 3 shall be made at the
fair value of the control shares and pursuant to such procedures for such
redemption as may be set forth in these By-Laws or adopted by resolution of the
Board of Directors.
As used in this Section 3, the terms "control shares", "control share
acquisition", "acquiring person statement" and "acquiring person" shall have the
meanings ascribed to such terms in IBCL 23-1-42.
SECTION 4. AMENDMENTS. These By-Laws may be rescinded, changed or amended,
and provisions hereof may be waived, at any meeting of the Board of Directors by
the affirmative vote of a majority of the entire number of Directors at the
time, except as otherwise required by the Corporation's Restated Articles of
Incorporation or by the IBCL.
SECTION 5. SEVERABILITY. Any provision of these By-laws, or any amendment
or alteration thereof, that has been construed to be in violation of the IBCL
and any amendment or replacement thereto, shall not in any way render the
remaining provisions invalid.
