Exhibit #3.2
AMENDED CODE OF REGULATIONS
AMERICAN BANCORPORATION
The following Code of Regulations supercedes and takes the place of the
heretofore existing Code of Regulations of the Company.
ARTICLE I
OFFICES
Section 1. Principal Office. The principal offices of the
Corporation in the State of Ohio is in the City of Columbus and
in Franklin County.
Section 2. Other Offices. The Corporation may also have offices
at such other places both within and without the State of Ohio as
the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the Shareholders shall
be held in March, April, or May of each year on such day and at such hour as the
Board of Directors way fix, for the purpose of electing Directors and for the
transaction of such other business as way come before the meeting. If the
election of Directors shall not be held in the manner of designation herein for
any annual meeting of the Shareholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of the
Shareholders as soon thereafter as may be convenient.
Section 2. Special Meetings. Special meetings of the Shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, nay be called
by the President, by the Chairman of the Board of Directors, and shall be called
by the President or the Secretary at the request of the holders of not less than
twenty-five of all the outstanding shares of the Corporation entitled to vote at
the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Ohio as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by a majority of Shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Ohio, as
the place for the holding of such meeting. If no designation is made or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the Corporation in the State of Ohio.
Section 4. Notice of Meeting. (a) Written or printed notice stating the
place, date, and hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than seven nor more than sixty days before the date of the meeting, either
personally or by mail, or by the direction of the President, or the Secretary,
or the officer or persons calling the meting, to each Shareholder of record
entitled to vote at such meting. If wailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the Shareholder
at his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid. In the event of the transfer of shares after
notice has been given and prior to the holding of meting, it shall be necessary
to serve notice upon the transferee. If any meting is adjourned to another time
or place, no further notice as to such adjourned meting need be given, other
than by announcement at the meting at which such adjournment is taken.
(b) Whenever notice is required to be given under any provisions
of these Regulations, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated in these Regulations, shall be
deemed to be equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meting, except when the person attends a
meting for the express purpose of objecting, at the beginning of the meting, to
the transaction of any business because the meting is not lawfully called or
convened.
Section 5. Closing of Transfer Books or Fixing of Record Date.
(a) For the purpose of determining Shareholders entitled to
notice or to vote at any meting of Shareholders or any adjournment thereof, or
Shareholders entitled to receive payment of any dividend, or in order to make a
determination of Shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, sixty days. If the
stock transfer books shall be closed for the purpose of determining Shareholders
entitled to notice or to vote at a meting of Shareholders, such books shall be
closed for at least seven days immediately preceding such meting.
(b) In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of Shareholders, such date in any case to be not more than sixty
days, and in case of a meting of Shareholders, not less than seven days prior to
the date on which the particular action, requiring such determination of
Shareholders, is to be taken.
(c) If no record date is fixed and the stock transfer books are
not closed:
(1) The record date for determining Shareholders entitled
to notice of or to vote at a meeting of Shareholders shall
be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on
which the meting is held, as the case may be.
(2) The record date for determining Shareholders entitled
to express consent to corporate action in writing without
a meting, when no prior action by the Board of Directors
is necessary, shall be the day on which the first written
consent is expressed.
(3) The record date for determining Shareholders for any other
purpose shall be at the close of business on the day on
which the Board of Directors adopts the resolution
relating thereto.
(d) A determination of Shareholders of record to notice of or
to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the
adjourned meeting.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least seven days
before each meeting of Shareholders, a complete list of the Shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of seven days prior to such meeting, shall be kept on
file at the principal office of the Corporation and shall be subject to the
inspection by any Shareholder, for any purpose germane to the meeting, at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any Shareholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the Shareholders
entitled to examine such list or transfer book or to vote at any meeting of
Shareholders.
Section 7. Quorum. The Shareholders present in person or by proxy at any
meeting for the election of directors shall constitute a quorum for that propose
to constitute a quorum at any meeting of shareholders for any other purpose,
there shall be present, in person or by proxy, the holders of shares entitling
them to exercise a majority of the voting power. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time
to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. The Shareholders present
at a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Shareholders to leave less than a
quorum.
Section 8. Proxies. At all meetings of Shareholders, a Shareholder may
vote by proxy executed in writing by the Shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided by the
proxy.
Section 9. Voting Shares. Each outstanding share entitled to vote shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
Shareholders.
Section 10. Voting of Shares by Certain Holders.
(a) Shares standing in the name of another corporation may be voted by
such officer, agent or proxy as the By-Laws of such corporation may prescribe,
or , in the absence of such provision, as the Board of Directors of such
corporation may determine.
(b) Shares held by an administrator, executor, guardian, or conservator
way be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.
(c) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without transfer thereof into his name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
(d) A Shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.
(e) Shares of its own stock belonging to the Corporation or held by it
in a fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of outstanding
shares at any given time.
Section 11. Informal Action by Shareholders. Unless otherwise prohibited
by law, any action required to be taken at a meeting of Shareholders, or any
other action which may be taken at a meeting of the Shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the holders of outstanding stock. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those Shareholders who have not consented in writing.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure, and Qualifications.
(a) The number of Directors of the Corporation shall be not less than
three nor more than thirty-five the precise number to be determined annually by
a resolution of the Board of Directors. The number of Directors shall not be
changed after the annual meeting except at a special meeting of Shareholders
called for that purpose. The Directors shall be classified in respect to the
time for which they shall severally hold office, by dividing them into three (3)
classes, each class consisting of approximately one-third of the whole
number of the Board of Directors or such other number as determined by the
Board. The Directors of the first class shall be elected for a term of one (1)
year; the Directors of the second class shall be elected for a term of two (2)
years, and the Directors of the third class shall be elected for a term of three
(3) years. At each annual election, the successors to the Directors of the class
whose term shall expire in that year shall be elected to hold office for the
term of three years ( or such lesser terms as determined by the Board), so that
the term of office of one class of directors shall expire in each year.
Directors need not be residents of the State of Ohio or Shareholders of the
Corporation. Any Director may resign at any time upon written notice to the
Corporation.
(b) The membership of the Board of Directors of the Corporation shall be
advised by the Advisory Directors of the Corporation. Advisory Directors may
advise the Board of Directors on all matters submitted for the Board's vote
except for (1) the selection of Directors to fill vacancies; (2) The
determination as to how the shares of affiliate banks of the company shall be
voted and (3) such other reserved questions as the Directors shall deem
appropriate as further exceptions. Membership as an Advisory Director shall be
determined by the Board of Directors.
(c) The membership of the Board of Directors of the Corporation shall
be advised by the Council of Presidents of the Corporation. The Council of
Presidents way advise the Board of Directors of all matters submitted for the
Board's vote except for (1) the selection of directors to fill vacancies; (2)
the determination as to how the shares of affiliate banks of the company shall
be voted and (3) such other reserved questions as the Directors shall deem
appropriate as further exceptions. The membership on the Council of Presidents
shall be determined by the Board of Directors, however, each President of an
affiliate of the Company shall be a member of the Council ex-officio. Such
members to the Council shall also be known as Advisory Directors.
Section 3. Committees.
(a) The Board of Directors may, by resolution passed by a majority of
the whole board, designate one or more committees, each committee to consist of
not less than three of the Directors of the Corporation. The Board may designate
one or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the Committee.
(b) Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it, but no such committee shall have the power or
authority of filling vacancies among the directors or in any committee of the
directors.
(c) Each such committee shall keep a written record of its facts and
proceedings and shall submit such record to the Board of Directors at each
regular meeting thereof and at such other times as requested by the Board of
Directors. Failure to submit such record, or failure of the Board to approve any
action indicated therein will not, however, invalidate such action to the extent
it has been carried out by the Corporation prior to the time the record of such
action was, or should have been, submitted to the Board of Directors as herein
provided.
Section 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Regulation immediately after, and
at the same place as, the annual meeting of the Shareholders. The Board of
Directors may provide, by resolution, the time and place either within or
without the State of Ohio for the holding of additional regular meetings without
other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board of Directors,
the President, or a majority of the Directors. The person or persons authorized
to call special meetings of the Board of Directors may fix any place, either
within or without of the State of Ohio as the place for holding any special
meeting of the Board of Directors called by them.
Section 6. Notice. Notice of any such meeting shall be given at least
two days previously thereto by
written notice delivered personally or mailed, telegram or cablegram to each
Director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
Director may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called for or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of such meeting.
Section 7. Quorum; Interested Directors.
(a) A majority of the number of directors fixed in the manner provided
by Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.
(b) No contract or transaction between the Corporation and one or more
of the Directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one or
more of the 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 Committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:
(1) The material facts as to his relationship or
interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or
the Committee, and the Board of 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
(2) The material facts as to his relationship or
interest and as to the contract or transaction are
disclosed or are known to the Shareholders entitled
to vote thereon, and the contract or transaction is
specifically approved in good faith by the
Shareholders; or
(3) The contract or transaction is fair as to the
Corporation as of the time it is authorized,
approved, or ratified, by the Board of Directors, a
committee thereof, or the Shareholders.
(c) Common or interested Directors may be counted in determining the
presence of a quorum, at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.
Section 8. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A Director elected to fill
a vacancy shall be elected until the next annual meeting of Shareholders or any
special meeting prior thereto office. Any directorship to be filled by reason of
an increase in the number of Directors shall be filled by election at any annual
meeting or at a special meeting of Shareholders called for that purpose or by
the affirmative vote of a majority of the Directors where the Shareholders have
so delegated the authority.
Section 10. Compensation. When authorized by resolution of the Board of
Directors, Directors and members of any committee of the Board of Directors,
shall be entitled to reasonable Compensation for their services as Directors and
members of any such committee and to reimbursement for any reasonable expenses
incurred in attending such meeting. Any person receiving compensation under this
provision shall not be barred from serving the Corporation in any other capacity
and receiving reasonable compensation for such other services.
Section 11. Presumption of Assent.
(a) A Director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the Secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Director who voted in favor
of such action.
(b) The members of the Board of Directors or of any committee designated
by the Board of Directors shall, in the performance of his duties, be fully
protected in relying in good faith upon the books of account or reports made to
the Corporation by any of its officers, or by an independent certified public
accountant, or by an appraiser selected with reasonable care by the Board of
Directors or by any such committee, or in relying in good faith upon other
records of the Corporation.
Section 12. Informal Action.
(a) Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting, if
all members of the Board or committee as the case my be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
(b) The members of the Board of Directors or any committee designated by
such Board, may participate in a meeting of such Board or committee by means of
conference telephone or similar communication equipment by mans of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this subsection shall constitute presence in person at such
meeting.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be a President
and one or more Vice Presidents (the number thereof to be determined by the
Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected
by the Board of Directors. The Board of Directors may from time to time elect a
Chairman of the Board, one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and such other officers, assistant officers, and agents,
as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except the
offices of President and Secretary.
Section 2. Election and Tenn of Office. The officers of the Corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board held after each annual meeting of
the Shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently as may be. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed or in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
removed.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal,disqualification or otherwise, way be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. The Chairman of the Board. The Chairman of the Board, if one
be elected, shall, when present, preside at all meetings of the Board of
Directors. Except where required or permitted by law to be otherwise signed, the
Chairman shall possess the same power as the President to sign all certificates,
contracts, and other instruments of the Corporation which way be authorized by
the Board of Directors.
Section 6. The President. The President shall have general supervision
of the business and affairs of the Corporation and over its several officers,
subject to the control of the Board of Directors. He shall, when present,
preside at all meetings of the Shareholders. It shall be his duty to have
general and active management of the business of the Corporation and to see that
all orders and resolutions of the Board of Directors are carried into effect. He
may sign, with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Regulations to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties as may be prescribed by the Board of
Directors from time to time. The President must be a Director of the
Corporation.
Section 7. The Vice President. In the absence of the President or in the
event of his death, inability or refusal to act, the Executive Vice President,
if one be elected, shall perform the duties of the President, and when so
acting, shall have all the powers of an be subject to all the restrictions upon
the President. The Executive Vice President, if there be one, may sign, with the
Secretary or an Assistant Secretary, certificates for shares of the Corporation;
and shall perform such other duties as from time to time nay be assigned to him
by the President or by the Board of Directors. Any additional Vice Presidents
shall perform such duties as the President or the Board of Directors may, from
time to time designate.
Section 8. The Secretary. The Secretary shall: (a) keep the minutes of
the Shareholders, the Board of Directors meetings, and of the Committees thereof
in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Regulations or as required
by law; (c) be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed to all
documents, the execution of which on behalf of the Corporation under its seal is
duly authorized; (d) sign with the President or the Executive Vice President,
certificates for shares of the Corporation the issuance of which shall have been
authorized by resolution of the Board of Directors; and (e) in general perform
all duties as from time to time may be assigned to him by the President or by
the Board of Directors.
Section 9. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors may determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these Regulations; and (b) in general, perform all of the duties incident to
the office of Treasurer and such other duties as from time to time nay be
assigned to him by the President or by the Board of Directors.
Section 10. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries, when authorized by the Board of Directors, may sign with
the President or a Vice President certificates for shares of the Corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required b the Board
of Directors, give bonds for the faithful discharge of their duties in such sum
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or by the Board of Directors.
Section 11. Salaries. The salaries of the Officers shall be fixed from
time to time by the President (except as to his own salary) or the Board of
Directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a Director of the Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors or Executive Committee may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors or Executive Committee.
Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All Checks, drafts or other orders for
the payment of money, notes, or other evidence of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors or Executive Committee.
Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trusts companies, or other depositories as the Board of Directors or
Executive Committee may select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or the Executive
Vice President and by the Secretary or an Assistant Secretary. The Board of
Directors may, be resolution, provide that any Vice President may sign such
certificate instead of the President and that a Vice President, Treasurer or
Assistant Treasurer, if any, may sign instead of the Secretary. If such
certificate is countersigned (1) by a transfer agent other than the Corporation
or its employee, or (2) by a registrar other than the corporation or its
employee, and any signature on the certificate may be a facsimile. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares and the date of the issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered or cancelled, except that in case
of a lost, destroyed, or mutilated certificate a new one may be issued therefor
Upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer book of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrendered for cancellation of the certificate for such shares. The
person in whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes.
Section 3. Restriction on Transfer of Shares. The Board of Directors may
place such restrictions on the transfer (whether inter-vivos, by inheritance, or
by testamentary disposition), hypothecation, or other disposition of shares by
capital stock issued by the Corporation, which, in its judgment, it deems
advisable, and which do not unreasonably restrain alienation. Such restrictions
may, among other things, require that the Corporation be furnished with an
opinion of Counsel, satisfactory to it, that such transfer, hypothecation, or
other disposition will not result in the violation of any Federal or State Law
relating to securities transactions, or with a statement or ruling from the
governmental agency administering such law to that effect. The same restrictions
way be placed on previously issued and outstanding shares of capital stock of
the Corporation if the consent of the holders thereof is obtained. Any such
restrictions placed on the transfer, hypothecation or other disposition of the
shares of capital stock of the Corporation shall be conspicuously noted on each
certificate covering shares affected by such restrictions.
Section 4. Transfer Agent or Registrar. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars, and may require all certificates for shares to bear the signature or
signature of any of them.
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January and end on the last day of December in each year.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law.
ARTICLE IX
CORPORATE SEAL
The Board of Directors may provide a corporate seal which shall be
circular in form and have inscribed thereon the name of the Corporation, the
state of incorporation, the date of same, and the words "Corporate Seal". In
lieu of the corporate seal, when so authorized by the Board of Directors, a
facsimile thereof way be impressed or affixed or reproduced.
ARTICLE X
INDEMNIFICATION
Section 1. Coverage. The Corporation shall indemnify to the full extent
permitted by law any person who is or was made, or threatened to be made, a
party to an action, suit or proceeding (whether civil, criminal, administrative,
or investigative) by reason of the fact that he, his testator or intestate is or
was a Director, officer, or employee of the Corporation or services or served
any other corporation or enterprise at the request of the Corporation.
Section 2. Insurance. The Corporation shall have the 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 or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provision of these Regulations.
ARTICLE XI
AMENDMENTS
These Regulations may be altered, amended, or repealed and new
Regulations may be adopted by the affirmative vote of the holders of shares
entitling them to exercise a majority of the voting power of the corporation, or
without a meeting by the written consent of a like number of shareholders.
ARTICLE XII
BY-LAWS
The Board of Directors shall have power and authority to make such
By-laws not inconsistent with the Articles, Code of Regulations, or the Laws of
Ohio, as the Board shall deem proper or desirable.