AMENDED CODE OF REGULATIONS
OF
AMERICAN FINANCIAL CORPORATION
(Adopted December 2, 1997)
ARTICLE I
Fiscal Year
Unless otherwise designated by the Board of Directors, the
fiscal year of the Corporation after the adoption of this Code of
Regulations shall end each December 31.
ARTICLE II
Shareholders
Section 1. Meetings of the Shareholders.
1.1 Annual Meetings. The Annual Meeting of the Sharehold
ers of this Corporation, for the election of the Board of
Directors and the transaction of such other business as may
properly be brought before such meeting, shall be held at 10:00
a.m. on the third Monday in May each year or such other time and
at such place as designated by the Board of Directors. If the
Annual Meeting is not held or if Directors are not elected
thereat, a Special Meeting may be called and held for that
purpose.
1.2 Special Meetings. Special meetings of the
Shareholders may be held on any business day when called by the
Chairman of the Board, the President, a majority of Directors, or
persons holding twenty-five percent of all voting power of the
Corporation and entitled to vote. Calls for special business
shall be considered at any such meeting other than that specified
in the call therefor.
1.3 Place of Meetings. Any meeting of Shareholders may
be held at such place within or without the State of Ohio as may
be designated in the Notice of said meeting.
1.4 Notice of Meeting and Waiver of Notice
1.4.1 Notice. Written notice of the time, place and
purposes of any meeting of Shareholders shall be given to
each Shareholder entitled thereto not less than seven (7)
days nor more than sixty (60) days before the date fixed
for the meeting and as prescribed by law. Such notice
shall be given either by personal delivery or mail to the
Shareholders at their respective addresses as they appear
upon the records of the Corporation. Notice shall be
deemed to have been given on the day mailed. If any
meeting is adjourned to another time or place, no notice as
to such adjourned meeting need be given other than by
announcement at the meeting at which such an adjournment is
taken. No business shall be transacted at any such
adjourned meeting except as might have been lawfully
transacted at the meeting at which such adjournment was
taken.
1.4.2 Notice to Joint Owners. All notices with
respect to any shares to which persons are entitled by
joint or common ownership may be given to that one of such
persons who is named first upon the books of this
Corporation, and notice so given shall be sufficient notice
to all the holders of such shares.
1.4.3 Waiver. Notice of any meeting may be waived
in writing by any Shareholder either before or after any
meeting, or by attendance at such meeting without protest
to its commencement.
1.5 Shareholders Entitled to Notice and to Vote. If a
record date shall not be fixed, the record date for the determina
tion of Shareholders entitled to notice of or to vote at any
meeting of Shareholders shall be the close of business on the
forty-fifth prior to the date of the meeting and only Sharehold
ers of record at such record date shall be entitled to notice of
and to vote at such meeting.
1.6 Quorum and Voting. The holders of shares entitling
them to exercise a majority of the voting power of the
Corporation, present in person or by proxy, shall constitute a
quorum for any meeting. The Shareholders present in person or by
proxy, whether or not a quorum be present, may adjourn the
meeting from time to time without notice other than by
announcement at the meeting.
Except as provided by statute or in the Articles, every
Shareholder entitled to vote shall be entitled to cast one vote
on each proposal submitted to the meeting for each share held of
record on the record date for the determination of the
Shareholders entitled to vote at the meeting. At any meeting at
which a quorum is present, all questions and business which may
come before the meeting shall be determined by a majority of
votes cast, except when a greater proportion is required by law,
the Articles, or these Regulations.
1.7 Organization of Meetings.
1.7.1 Presiding Officer. The Chairman of the Board,
or in his absence, the President, or in the absence of both
of them, a Vice President of the Corporation, shall call
all meetings of the Shareholders to order and shall act as
Chairman thereof; if all are absent, the Shareholders shall
elect a Chairman.
1.7.2 Minutes. The Secretary of the Corporation, or
in his absence, an Assistant Secretary, or, in the absence
of both, a person appointed by the Chairman of the meeting,
shall act as Secretary of the meeting and shall keep and
make a record of the proceedings thereat.
1.8 Order of Business. The order of business shall be as
established by the Chairman or by a majority of the directors.
1.9 Proxies. A person who is entitled to attend a Share
holders' meeting, to vote thereat, or to execute consents,
waivers and releases, may be represented at such meeting or vote
thereat, and execute consents, waivers, and releases and exercise
any of his rights, by proxy or proxies appointed by a writing
signed by such person, or by his duly authorized attorney which
may be transmitted physically, or by mail, by facsimile or other
electronic medium.
1.10 List of Shareholders. At any meeting of Shareholders
a list of Shareholders, alphabetically arranged, showing the
number and classes of shares held by each on the record date
applicable to such meeting, shall be produced on the request of
any Shareholder.
Section 2. Notice of Shareholder Business and Nominations.
2.1 Annual Meetings of Shareholders. Nominations of
persons for election to the Board of Directors and the proposal
of business to be considered by the shareholders may be made at
an annual meeting of shareholders pursuant to the Corporation's
notice of the meeting, by or at the direction of the Board of
Directors or by any shareholder of the Corporation who was a
shareholder of record at the time of giving of notice provided
for in this Regulation, who is entitled to vote at the meeting
and who complies with the notice procedures set forth herein.
For nominations or other business properly to be brought
before an annual meeting by a shareholder, the shareholder 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 shareholder action. To be timely, a
shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the
close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that if the
date of the annual meeting is more than 30 days before or more
than 60 days after such anniversary date, notice must be so
delivered not earlier than the close of business on the 90th day
prior to such annual meeting and not later than the close of
business on the later of the 60th 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 notice. Such notice shall set forth as to each
person whom the shareholder proposes to nominate for election as
a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934 (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. As to any other business that the shareholder
proposes to bring before the meeting, such notice shall include 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
shareholder and the beneficial owner, if any, on whose behalf the
proposal is made. The shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or
proposal is made shall state the name and address of such
shareholder, as they appear on the Corporation's books, and of
such beneficial owner and the class and number of shares of the
Corporation which are owned beneficially and of record by such
shareholder and such beneficial owner.
If the number of directors to be elected 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 70 days prior to the first
anniversary of the preceding year's annual meeting, a
shareholder's notice required by this Regulation 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
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.
2.2 Special Meetings of Shareholders. Only such business
shall be conducted at a special meeting of shareholders 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 shareholders 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 shareholder of the Corporation who is a
shareholder of record at the time of giving notice provided for
in this Regulation, who shall be entitled to vote at the meeting
and who complies with the notice procedures set forth in this
Regulation. If the Corporation calls a special meeting of
shareholders for the purpose of electing one or more directors to
the Board of Directors, any such shareholder may nominate a
person or persons for election to such position(s) as specified
in the Corporation's notice of meeting, if the shareholder's
notice required by this Regulation shall be delivered to the
Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 90th day prior to
such special meeting and not later than the close of business on
the later of the 60th 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 adjournment of a
special meeting commence a new time period for the giving of a
shareholder's notice as described above.
2.3 General. Only such persons who are nominated in
accordance with the procedures set forth in this Regulation shall
be eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this Regulation. Except as otherwise provided by law, the
Articles of Incorporation or these Code of Regulations, 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
Regulation and, if any proposed nomination or business is not in
compliance with this Regulation, to declare that such defective
proposal or nomination shall be disregarded.
ARTICLE III
Directors
Section 1. General Powers.
The authority of this Corporation shall be exercised by or
under the direction of the Board of Directors, except where the
law, the Articles or these Regulations require action to be
authorized or taken by the Shareholders.
Section 2. Election, Number and Qualification of Directors.
2.1 Election. The Directors shall be elected at the
annual meeting of the Shareholders, or if not so elected, at a
special meeting of Shareholders called for that purpose.
2.2 Number. The number of Directors, which shall not be
less than the lesser of three or the number of Shareholders of
record, may be fixed or changed at a meeting of the Shareholders
called for the purpose of electing Directors at which a quorum is
present, by a majority of votes cast at the meeting. In
addition, the number of Directors may be fixed or changed by
action of the Directors at a meeting called for that purpose at
which a quorum is present by a majority vote of the Directors
present at the meeting. The Directors then in office may fill
any Director's office that is created by an increase in the
number of Directors. The number of Directors elected shall be
deemed to be the number of Directors fixed unless otherwise fixed
by resolution adopted at the meeting at which such Directors are
elected.
2.3 Qualifications. Directors need not be Shareholders
of the Corporation.
Section 3. Term of Office of Directors.
3.1 Term. Each Director shall hold office until the next
annual meeting of the Shareholders and until his successor has
been elected or until his earlier resignation, removal from
office, or death. Directors shall be subject to removal as
provided by statute or by other lawful procedures and nothing
herein shall be construed to prevent the removal of any or all
Directors in accordance therewith.
3.2 Resignation. A resignation from the Board of
Directors shall be deemed to take effect immediately upon its
being received by any incumbent corporate officer other than an
officer who is also the resigning Director, unless some other
time is specified therein.
3.3 Vacancy. In the event of any vacancy in the Board of
Directors for any cause, the remaining Directors, though less
than a majority of the whole Board, may fill any such vacancy for
the unexpired term.
Section 4. Meetings of Directors.
4.1 Regular Meetings. A regular meeting of the Board of
Directors shall be held immediately following the adjournment of
the meeting of Shareholders at which Directors are elected. The
holding of such Shareholders' meeting shall constitute notice of
such Directors' meeting and such meeting shall be held without
further notice. Other regular meetings shall be held at such
other times and places as may be fixed by the Directors.
4.2 Special Meetings. Special Meetings of the Board of
Directors may be held at any time upon call of the Chairman of
the Board, the President, any Vice President, or any two Direc
tors.
4.3 Place of Meeting. Any meeting of Directors may be
held at such place within or without the State of Ohio as may be
designated in the notice of said meeting.
4.4 Notice of Meeting and Waiver of Notice. Notice of
the time and place of any regular or special meeting of the Board
of Directors shall be given to each Director by personal
delivery, telephone, facsimile transmission or mail at least
forty-eight hours before the meeting, which notice need not
specify the purpose of the meeting.
Section 5. Quorum and Voting.
At any meeting of Directors, not less than one-half of the
whole authorized number of Directors is necessary to constitute a
quorum for such meeting, except that a majority of the remaining
Directors in office constitutes a quorum for filling a vacancy in
the Board. At any meeting at which a quorum is present, all
acts, questions, and business which may come before the meeting
shall be determined by a majority of votes cast by the Directors
present at such meeting, unless the vote of a greater number is
required by the Articles, Regulations or By-Laws.
Section 6. Committees.
6.1 Appointment. The Board of Directors may from time to
time appoint certain of its members to act as a committee or
committees in the intervals between meetings of the Board and may
delegate to such committee or committees power to be exercised
under the control and direction of the Board. Each committee
shall be composed of at least three directors unless a lesser
number is allowed by law. Each such committee and each member
thereof shall serve at the pleasure of the Board.
6.2 Executive Committee. In particular, the Board of
Directors may create from its membership and define the powers
and duties of an Executive Committee. During the intervals
between meetings of the Board of Directors, the Executive Commit
tee shall possess and may exercise all of the powers of the Board
of Directors in the management and control and the business of
the Corporation to the extent permitted by law.
6.3 Committee Action. Unless otherwise provided by the
Board of Directors, a majority of the members of any committee
appointed by the Board of Directors pursuant to this Section
shall constitute a quorum at any meeting thereof and the act of a
majority of the members present at a meeting at which a quorum is
present shall be the act of such committee. Action may be taken
by any such committee without a meeting by a writing signed by
all its members. Any such committee shall prescribe its own
rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Board of
Directors, and shall keep a written record of all action taken by
it.
Section 7. Action of Directors Without a Meeting.
Any action which may be taken at a meeting of Directors or
any committee thereof may be taken without a meeting if
authorized by a writing or writings signed by all the Directors
or all of the members of the particular committee, which writing
or writings shall be filed or entered upon the records of the
Corporation.
Section 8. Compensation of Directors.
The Board of Directors may allow compensation to directors
for performance of their duties and for attendance at meetings or
for any special services, may allow compensation to members of
any committee, and may reimburse any Director for his expenses in
connection with attending any Board or committee meeting.
Section 9. Relationship with Corporation.
Directors shall not be barred from providing professional
or other services to the Corporation. No contract, action or
transaction shall be void or voidable with respect to the Cor
poration for the reason that it is between or affects the Corpora
tion and one or more of its Directors, or between or affects the
Corporation and any other person in which one or more of its
Directors are directors, trustees or officers or have a financial
or personal interest, or for the reason that one or more inter
ested Directors participate in or vote at the meeting of the
Directors or committee thereof that authorizes such contract,
action or transaction, if in any such case any of the following
apply:
9.1 the material facts as to the Director's relationship
or interest and as to the contract, action or transaction are
disclosed or are known to the Directors or the committee and the
Directors or committee, in good faith, reasonably justified by
such facts, authorize the contract, action or transaction by the
affirmative vote of a majority of the disinterested Directors,
even though the disinterested Directors constitute less than a
quorum;
9.2 the material facts as to the Director's relationship
or interest and as to the contract, action or transaction are
disclosed or are known to the shareholders entitled to vote
thereon and the contract, action or transaction is specifically
approved at a meeting of the shareholders held for such purpose
by the affirmative vote of the holders of shares entitling them
to exercise a majority of the voting power of the Corporation
held by persons not interested in the contract, action or
transaction; or
9.3 the contract, action or transaction is fair as to the
Corporation as of the time it is authorized or approved by the
Directors, a committee thereof or the shareholders.
Section 10. Attendance at Meetings of Persons
Who Are Not Directors
Unless waived by the Chairman, any Director who desires the
presence at any regular or special meeting of the Board of
Directors of a person who is not a Director, shall notify all
other Directors, not less than twenty-four hours before such
meeting, request the presence of such person and state the reason
in writing. Such person will not be permitted to attend the
Directors' meeting unless a majority of the Directors in
attendance vote to admit such person to the meeting. Such vote
shall constitute the first order of business for any such meeting
of the Board of Directors. Such right to attend, whether granted
by waiver or vote, may be revoked at any time during any such
meeting by the vote of a majority of the Directors in attendance.
ARTICLE IV
Officers
Section 1. General Provisions.
The Board of Directors shall elect a President, a Secretary
and a Treasurer, and may elect a Chairman of the Board, one or
more Vice Presidents, and such other officers and assistant offi
cers as the Board may from time-to-time deem necessary. The
Chairman of the Board, if any, shall be a Director, but none of
the other officers need be a Director. Any two or more 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 veri
fied by two or more officers.
Section 2. Powers and Duties.
All officers, as between themselves and the Corporation,
shall respectively have such authority and perform such duties as
are customarily incident to their respective offices, and as may
be specified from time to time by the Board of Directors, regard
less of whether such authority and duties are customarily inci
dent to such office. In the absence of any officer of the Cor
poration, or for any other reason the Board of Directors may deem
sufficient, the powers or duties of such officer, or any of them
may be delegated, to any other officer or to any Director. The
Board of Directors may from time to time delegate to any officer
authority to appoint and remove subordinate officers and to pre
scribe their authority and duties.
Section 3. Term of Office and Removal.
3.1 Term. Each officer of the Corporation shall hold
office at the pleasure of the Board of Directors, and unless
sooner removed by the Board of Directors, until the meeting of
the Board of Directors following the date of election of Direc
tors and until his successor is elected and qualified.
3.2 Removal. The Board of Directors may remove any
officer at any time with or without cause by the affirmative vote
of a majority of Directors in office.
Section 4. Compensation of Officers.
Unless compensation is otherwise determined by a majority
of the Directors at a regular or special meeting of the Board of
Directors or unless such determination is delegated by the Board
of Directors to a committee of directors, the President, or a
Chief Executive Officer, if one has been elected, of the
Corporation from time to time shall determine the compensation to
be paid to all officers and other employees for services rendered
to the Corporation.
ARTICLE V
Indemnification
Section 1. Right to Indemnification.
Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved (including, without
limitation, as a witness) in any actual or threatened action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she is or was a director or officer of the Corporation
or that, being or having been such a director or officer of the
Corporation, he or she is or was serving at the request of an
executive officer of the Corporation as a director, officer,
partner, employee, or agent of another corporation, partnership,
joint venture, trust, limited liability company, or other enter
prise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as such a
director, officer, partner, employee, or agent, shall be indemni
fied and held harmless by the Corporation to the fullest extent
permitted by the General Corporation Law of Ohio, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than
permitted prior thereto), or by other applicable law as then in
effect, against all expense, liability, and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid in settlement) actually and
reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the indemnitee's heirs,
executors, and administrators. Except as provided in Section 2
with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part
thereof) was authorized or ratified by the Board of Directors of
the Corporation.
The right to indemnification conferred in this Section 1
shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"). An advancement of expenses incurred
by an indemnitee in his or her capacity as a director, officer or
employee (and not in any other capacity in which service was or
is rendered by such indemnitee including, without limitation,
service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which
there is no further right to appeal that such indemnitee is not
entitled to be indemnified for such expenses under this Section 1
or otherwise. An advancement of expenses shall not be made if
the Corporation's Board of Directors makes a good faith determina
tion that such payment would violate law or public policy.
Section 2. Right of Indemnitee to Bring Suit.
If a claim under Section 1 is not paid in full by the
Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking,
the indemnitee shall also be entitled to be paid the expense of
prosecuting or defending such suit. The indemnitee shall be
presumed to be entitled to indemnification under this Article V
upon submission of a written claim (and, in an action brought to
enforce a claim for an advancement of expenses, where the
required undertaking has been tendered to the Corporation), and
thereafter the Corporation shall have the burden of proof to
overcome the presumption that the indemnitee is not so entitled.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to
have made a determination prior to the commencement of such suit
that indemnification of the indemnitee is proper in the
circumstances, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or
its shareholders) that the indemnitee is not entitled to
indemnification shall be a defense to the suit or create a
presumption that the indemnitee is not so entitled.
Section 3. Nonexclusivity and Survival of Rights.
The rights to indemnification and to the advancement of
expenses conferred in this Article V shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, provisions of the Articles of Incorporation,
Code of Regulation, agreement, vote of shareholders or
disinterested directors, or otherwise.
Notwithstanding any amendment to or repeal of this Article
V, or of any of the procedures established by the Board of
Directors pursuant to Section 7, any indemnitee shall be entitled
to indemnification in accordance with the provisions hereof and
thereof with respect to any acts or omissions of such indemnitee
occurring prior to such amendment or repeal.
Without limiting the generality of the foregoing paragraph,
the rights to indemnification and to the advancement of expenses
conferred in this Article V shall, notwithstanding any amendment
to or repeal of this Article V, inure to the benefit of any
person who otherwise may be entitled to be indemnified pursuant
to this Article V (or the estate or personal representative of
such person) for a period of six years after the date such
person's service to or in behalf of the Corporation shall have
terminated or for such longer period as may be required in the
event of a lengthening in the applicable statute of limitations.
Section 4. Insurance, Contracts, and Funding.
The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, or agent of
the Corporation or another corporation, partnership, joint
venture, trust, or other enterprise against any expense,
liability, or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability,
or loss under the General Corporation Law of Ohio. The
Corporation may enter into contracts with any indemnitee in
furtherance of the provisions of this Article V and may create a
trust fund, grant a security interest, or use other means
(including, without limitation, a letter of credit) to ensure the
payment of such amounts as may be necessary to effect
indemnification as provided in this Article V.
Section 5. Persons Serving Other Entities.
Any person who is or was a director, officer, or employee
of the Corporation who is or was serving (i) as a director or
officer of another corporation of which a majority of the shares
entitled to vote in the election of its directors is held by the
Corporation or (ii) in an executive or management capacity in a
partnership, joint venture, trust, limited liability company or
other enterprise of which the Corporation or a wholly-owned
subsidiary of the Corporation is a general partner or member or
has a majority ownership shall be deemed to be so serving at the
request of an executive officer of the Corporation and entitled
to indemnification and advancement of expenses under Section 1.
Section 6. Indemnification of Employees and
Agents of the Corporation.
The Corporation may, by action of its Board of Directors,
authorize one or more executive officers to grant rights to
advancement of expenses to employees or agents of the Corporation
on such terms and conditions no less stringent than provided in
Section 1 hereof as such officer or officers deem appropriate
under the circumstances. The Corporation may, by action of its
Board of Directors, grant rights to indemnification and
advancement of expenses to employees or agents or groups of
employees or agents of the Corporation with the same scope and
effect as the provisions of this Article V with respect to the
indemnification and advancement of expenses of directors and
officers of the Corporation; provided, however, that an
undertaking shall be made by an employee or agent only if
required by the Board of Directors.
Section 7. Procedures for the Submission of Claims.
The Board of Directors may establish reasonable procedures
for the submission of claims for indemnification pursuant to this
Article V, determination of the entitlement of any person
thereto, and review of any such determination. Such procedures
shall be set forth in an appendix to these Code of Regulations
and shall be deemed for all purposes to be a part hereof.
ARTICLE VI
Amendments
This Code of Regulations may be amended by the affirmative
vote or the written consent of the Shareholders entitled to
exercise a majority of the voting power on such proposal. If an
amendment is adopted by written consent the Secretary shall mail
a copy of such amendment to each Shareholder who would be
entitled to vote thereon and did not participate in the adoption
thereof. This Code of Regulations may also be amended by the
affirmative vote of a majority of the directors to the extent
permitted by Ohio law at the time of such amendment.