Exhibit 3(i)
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
ARTICLES OF AMENDMENT
To Whom These Presents Come, Greeting:
WHEREAS, there has been presented to me at this office, Articles of
Amendment for:
COACHMEN INDUSTRIES, INC.
and said Articles of Amendment have been prepared and signed in
accordance with the provisions of the Indiana Business Corporation Law,
as amended.
NOW, THEREFORE, I, SUE ANNE GILROY, Secretary of State of Indiana,
hereby certify that I have this day filed said articles in this office.
The effective date of these Articles of Amendment is May 30, 1995.
In Witness Whereof, I have hereunto set my hand and
affixed the seal of the State of Indiana, at the City of
Indianapolis, this thirtieth day of May, 1995.
Sue Anne Gilroy
-----------------------
Sue Anne Gilroy
AMENDED ARTICLES OF INCORPORATION
OF
COACHMEN INDUSTRIES, INC.
The undersigned incorporators, desiring to form a corporation
(hereinafter referred to as the "Corporation") pursuant to the provisions
of The Indiana General Corporation Act, as amended (hereinafter referred to
as the "Act"), execute the following Articles of Incorporation.
ARTICLE I
NAME
The name of the Corporation is Coachmen Industries, Inc.
ARTICLE II
PURPOSES
The purposes for which the Corporation is formed are:
a. To manufacture, construct, fabricate, produce, purchase, acquire,
warehouse, use, deal in, sell and otherwise dispose of, both at wholesale and
at retail, travel trailers, truck campers, mobile homes and all other types
and kinds of movable permanent or semi-permanent dwellings and recreational
vehicles, boats, sporting equipment, and all machinery, tools, implements,
equipment, fixtures and accessories used in accomplishing any of the foregoing
purposes.
b. To purchase, or otherwise acquire, and to hold, or maintain, work,
develop, sell, lease, mortgage, convey, or otherwise dispose of, personal
property, lands and leaseholds, and any interest, estate or right therein or
thereto, which may be required, convenient or appropriate for carrying on any
of the business or corporate objects herein stated.
c. To loan money upon the security of real or personal property or without
security.
d. To apply for and obtain, register, purchase, lease or otherwise acquire,
and to hold, own, use, operate, introduce, sell, assign, or otherwise dispose
of any and all trademarks, trade names and distinctive marks, brands, and
all inventions, improvements and processes used in connection with, or
secured under letters, patent of the United States, or elsewhere, and to use,
exercise, develop, grant, license, or otherwise turn to account any such
trademarks, patents, licenses, brands, processes, and the like, or any such
property, rights and inventions so acquired, with a view to the working and
development of the same.
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ARTICLE II, CONTINUED
e. To borrow money and contract debt when necessary for the transaction of
its business or for the exercise of its corporate rights, privileges or
franchises or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures and other obligations
and evidences of indebtedness payable at a specified time or times, or
payable upon the happening of a specified event or events, whether secured
by mortgage, pledge or otherwise, or unsecured for money borrowed or in
payment for property purchased or acquired or any other lawful object.
f. To become a member of, or participate in, joint ventures and limited and
general partnerships engaged in any business whatsoever; to aid in any manner
whatsoever any corporation, joint stock company, association, co-partnership
or individual in whose business the Corporation may be interested in any way
or any of whose shares of capital stock, bond, obligations or other
securities are held by the Corporation, and to do any acts or things which
are or may appear necessary, useful, convenient or appropriate for the
preservation, protection, improvement or enhancement of the value of the
business or property of any such other corporation, joint stock company,
association, co-partnership or individual.
g. To purchase or otherwise acquire the whole or any part of the property,
assets, business, goodwill and rights of any person, firm or corporation and
to pay therefor in whole or in part with shares of capital stock, cash, bonds,
debentures, notes or other obligations or evidences of indebtedness of the
Corporation, and in connection therewith to assume all or any part of the
bonds, mortgages, franchises, leases, contracts, indebtedness, liabilities and
other obligations of any person, firm or corporation.
h. The foregoing clauses shall be construed both as objects and purposes,
and it is hereby expressly provided that any enumeration of specific purposes
hereinbefore made shall not limit or restrict in any manner any general
purposes hereinbefore expressed or permitted by the law of the State of
Indiana, nor shall the Corporation be required to exercise all the said
purposes at any one time.
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ARTICLE III
TERM OF EXISTENCE
The period during which the Corporation shall continue
is perpetual.
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
The post-office address of the principal office of the Corporation is
Coachmen Drive, Middlebury, Indiana; and the name and post-office address of
its Resident Agent in charge of such office is Keith D. Corson, Box 526,
Middlebury, Indiana.
ARTICLE V
AMOUNT OF CAPITAL STOCK
The total number of shares which the Corporation shall have authority to
issue is 30,000,000 shares, consisting of 30,000,000 shares of Common Stock,
without par value.
ARTICLE VI
TERMS OF CAPITAL STOCK
a. Each of the four thousand six hundred twenty (4,620) shares of Common
Stock, without par value, heretofore issued and outstanding, is hereby
changed and reclassified (without further action by the Corporation or its
stockholders) into two hundred sixteen (216) full paid and nonassessable
shares of the herein authorized Common Stock, without par value. The capital
of the Corporation shall not be increased or decreased upon such change and
reclassification. Upon surrender to the Corporation for cancellation of
certificates representing Common Stock, without par value, heretofore
outstanding, the holders thereof shall receive in exchange therefor
certificates for shares of Common Stock, without par value, on the basis of
two hundred sixteen (216) shares of said Common Stock, without par value, for
each share of Common Stock, without par value, evidenced by such surrendered
certificates; provided, however, that upon these Amended Articles becoming
effective, each certificate evidencing ownership of Common Stock, without
par value, theretofore outstanding, shall be deemed to evidence
ownership of the within authorized Common Stock, without par value, upon the
basis hereinabove specified, whether or not certificates representing such
Common Stock, without par value, are then issued and delivered.
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ARTICLE VI, CONTINUED
b. No holder of shares of stock of the Corporation of any class shall have
any preemptive or preferential right to subscribe to or purchase any shares
of any class of stock of the Corporation, whether now or hereafter
authorized, or whether the same shall be new or additional shares, or shares
or securities of any kind convertible into, or evidencing or carrying the
right to purchase shares of the Corporation of any class now or hereafter
issued, sold, or authorized, whether the same shall be issued for cash,
services, property or otherwise, nor any right to subscribe to or purchase
any thereof other than such thereof, if any, as the Board of Directors in its
discretion may from time to time determine, and at such price or prices as
the Board of Directors may from time to time fix and determine, and as may
be permitted by law.
ARTICLE VII
VOTING RIGHTS OF CAPITAL STOCK
Every shareholder shall have the right at every shareholders' meeting to
one vote for each share of Common Stock standing in the name of such
shareholder on the stock books of the Corporation.
ARTICLE VIII
STATED CAPITAL
The stated capital of the Corporation at the time of filing these
Amended Articles is in excess of $1,000.00.
ARTICLE IX
DATA RESPECTING DIRECTORS
Section 1. Number. The number of directors of this Corporation shall be
not less than three (3) nor more than fifteen (15). Within such limits, the
number of directors may from time to time be fixed by the by-laws of the
Corporation. In the absence of a by-law fixing the number of directors, the
number shall be five (5).
Section 2. Qualifications. Directors need not be shareholders of the
Corporation. A majority of the directors at any time shall be citizens of
the United States.
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ARTICLE X
FURTHER DATA RESPECTING DIRECTORS
Section 1. Names and Post-Office Addresses. The names and post-office
addresses of the present Board of Directors of the Corporation are as follows:
Name Number and Street or Building City State
Claude E. Corson Coachmen Drive Middlebury, Indiana 46540
Dorthy S. Corson Coachmen Drive Middlebury, Indiana 46540
Keith D. Corson Coachmen Drive Middlebury, Indiana 46540
Thomas H. Corson Coachmen Drive Middlebury, Indiana 46540
Ben O. Scheide Coachmen Drive Middlebury, Indiana 46540
Section 2. Citizenship. All of such Directors are citizens of the
United States.
ARTICLE XI
DATA RESPECTING PRESIDENT AND SECRETARY
Section 1. Names and Post-Office Addresses. The names and post-office
addresses of the President and Secretary of the Corporation are as follows:
Name Number and Street or Building City State
Thomas H. Corson Coachmen Drive Elkhart, Indiana 46540
Dorthy S. Corson Coachmen Drive Elkhart, Indiana 46540
Section 2. Age. The President and Secretary are of lawful age.
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ARTICLE XII
PROVISIONS FOR REGULATION OF BUSINESS AND CONDUCT
OF AFFAIRS OF CORPORATION
a. The Board of Directors of this Corporation shall have power, and is
hereby authorized, to fix and determine the price, or the consideration for
which, the shares of stock of this Corporation may, from time to time, be
issued, and the shares of stock may be issued for the consideration therefor
fixed, from time to time, by the Board of Directors.
b. This Corporation shall have power to carry on and conduct its said
business, or any part thereof, and to have one or more offices in the State
of Indiana, and in the various other states, territories, colonies and
dependencies of the United States, in the District of Columbia, and in
all or any foreign countries.
c. This Corporation reserves the right to take advantage of the provisions
of any amendment to The Indiana General Corporation Act, or of any new law
applicable or relating to corporations formed, organized under, or which have
accepted the provisions of, the law now in force, which may hereafter
be enacted, and all rights granted to, and conferred on, the shareholders of
this Corporation, are granted and conferred, subject to this reservation.
d. Annual or special meetings of the shareholders of this Corporation may be
held at the place, either within or without the State of Indiana, which may
be stated in the notice of said meeting.
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SIGNATURE PAGE FROM ORIGINAL ARTICLES OF INCORPORATION
IN WITNESS WHEREOF, the undersigned being all of the incorporators
designated in Article XI, execute these Articles of Incorporation and certify
to the truth of the facts herein stated, this 28th day of December, 1964.
Vernon Atwater
----------------------
Vernon Atwater
Keith D. Corson
----------------------
Keith D. Corson
Claude E. Corson
----------------------
Claude E. Corson
STATE OF INDIANA |
|SS:
COUNTY OF ELKHART |
I, the undersigned, a Notary Public duly commissioned to take
acknowledgments and administer oaths in the State of Indiana, certify that
Vernon Atwater, Keith D. Corson and Claude E. Corson, being all of the
incorporators referred to in Article XI of the foregoing Articles of
Incorporation, personally appeared before me; acknowledged the execution
thereof; and swore to the truth of the facts therein stated.
WITNESS my hand and Notarial Seal this 28th day of December, 1964.
Joyce M. Carmien
----------------------
Joyce M. Carmien
My commission expires June 22, 1965
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Exhibit 3(ii)
BY-LAWS
OF
COACHMEN INDUSTRIES, INC.
ARTICLE I
OFFICES
Principal Offices. The principal office of the Corporation shall be in
the City of Elkhart, Indiana, and the Corporation may have such other
offices, either within or without the State of Indiana, as it may require
from time to time.
ARTICLE II
SHAREHOLDERS
Section 2.1. Place of Meetings. All meetings of the shareholders for
the election of directors shall be held at the offices of the Corporation in
the City of Elkhart, State of Indiana, or elsewhere as the Board of Directors
may designate. Meetings of shareholders for any purpose may be held at such
place as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
Section 2.2. Annual Meetings. An annual meeting of the shareholders,
commencing with the year 1983, shall be held at 10:00 a.m. on the fifth
Thursday after the end of the first quarter, but if a legal holiday, then on
the next secular day following, or at such other time as the Board of
Directors shall determine, at which they shall elect a Board of Directors and
transact such other business as may properly be brought before such meeting.
Section 2.3. Special Meetings. *Special meetings of the shareholders
may be called by the Chairman, by the President or by the Board of Directors.*
Section 2.4. Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting of shareholders, and in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten days nor more than sixty days before the meeting,
either personally or by mail, by or at the direction of the Chairman, the
President, or the Secretary, or the officer or persons calling the meeting.
If mailed, 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 records of the Corporation, with postage thereon prepaid. No business
may be transacted at a special meeting other than that described in the
notice thereof.
*Amended October 27, 1989 1
Section 2.5. Shareholders Entitled to Vote. The Board of Directors may
fix a date as the record date in order to determine the shareholders entitled
to notice of a shareholders' meeting, to demand a special meeting, to vote,
or to take any other action, such date in any case to be not more than
seventy days before the meeting or action requiring a determination of
shareholders.
Section 2.6. Voting Lists. The officer or agent who has charge of the
transfer books for shares of the Corporation shall make, at least five
business days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical
order, with the address of and the number of shares held by each, which list,
for a period beginning five business days prior to such meeting and
continuing through the meeting, shall be kept on file at the principal office
of the Corporation and shall be subject to inspection of any shareholder in
accordance with applicable law during the whole time of the meeting. The
original share ledger or transfer book, or a duplicate thereof kept in this
state, shall be prima facie evidence as to who are the shareholders entitled
to examine such list or share ledger or transfer book or to vote at any
meeting of shareholders. Failure to comply with the requirements of this
Section 2.6 shall not affect the validity of any action taken at a
shareholders' meeting.
Section 2.7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote at any meeting represented in person or by
proxy, shall constitute a quorum at any meeting of shareholders; provided,
that if less than such quorum is present, the meeting may be adjourned in
accordance with Section 2.9 of this Article, until a quorum is present.
Section 2.8 Manner of Acting. Every decision (other than the election
of directors) with respect to which the votes cast in favor exceed the votes
cast in opposition shall be approved as a corporate act unless a larger
affirmative vote is required by statute, the Articles of Incorporation of the
Corporation, these by-laws or the Board of Directors. Directors are elected
by a majority of the votes cast by shares entitled to vote in the election at
a meeting at which a quorum is present, unless otherwise provided in the
Articles of Incorporation of the Corporation.
Section 2.9. Adjournment. If an annual or special shareholders'
meeting is adjourned to a different date, time, or place, notice thereof need
not be given if the new time, date or place is announced at the meeting
before the adjournment. A new record date need not be set if the
adjournment is within one hundred twenty (120) days of the original meeting
date.
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Section 2.10. Proxies. At all meetings of shareholders, a shareholder
may vote either in person or by proxy executed in writing by the shareholder
or by his duly authorized attorney in fact. Such proxy shall be filed with
the meeting. No proxy shall be valid after eleven months from the date of
its execution, unless otherwise provided in the proxy.
Section 2.11. Voting of Shares. At every such
meeting, each shareholder shall be entitled to cast one vote
in person or proxy for each voting share of stock held in
his name upon each matter submitted to vote.
Shares of its own stock belonging to this Corporation 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, but
shares of its own stock held by it in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares at any
given time.
Section 2.12. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the Board of Directors of such corporation may
appoint or as the by-laws of such corporation may prescribe.
Share standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court
appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, court
appointed guardian or conservator. Share standing in the name as a trustee
may be voted by him, either in person or by proxy.
Shares standing in the name of a receiver or trustee in bankruptcy may
be voted by such receiver or trustee in bankruptcy, and shares held by or
under the control of a receiver or trustee in bankruptcy may be voted by such
receiver or trustee in bankruptcy without the transfer thereof into his name
if authority so to do be contained in an appropriate order of the court by
which such receiver or trustee in bankruptcy was appointed.
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 shares so transferred.
Section 2.13. Voting by Ballot. Voting on any question or in any
election may be via voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
*Section 2.14. Notice of Director Nominations.
(a) Nominations for the election of directors may be made by the
Board of Directors or by any stockholder entitled to vote for the
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election of directors. Such nomination shall be made by notice in writing,
delivered or mailed by first class United States mail, postage prepaid, to
the Secretary of the Corporation not less than 60 days prior to any meeting of
the stockholders called for the election of directors. Notice of nominations
which are proposed by the Board of Directors shall be given by the Chairman
on behalf of the Board.
(b) Each notice under subsection (a) must contain certain information
about each proposed nominee, including his age, business and residence
addresses and principal occupation, the number of shares of Common Stock
beneficially owned by him, and such other information as would be required to
be included in a proxy statement soliciting proxies for the election of such
proposed nominee.
(c) If the Chairman of the meeting of stockholders determines that a
nomination was not made in accordance with the foregoing procedure, such
nomination is void.*
ARTICLE III
DIRECTORS
Section 3.1. General Powers. The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.
Section 3.2. Number, Tenure and Qualifications. The number of
directors of the Corporation shall be not less than seven (7) nor more than
twelve(12), the exact number of directors to be determined from time to time
by resolution of the Board of Directors. Each director shall hold office
until the next annual meeting of shareholders or until his successor shall
have been elected and qualified. Directors need not be residents of Indiana
or shareholders of the Corporation. No person shall be eligible for election
of the Board of Directors who will have attained the full age of seventy-five
(75) years prior to the beginning of the term for which said person is to
serve as a director.
Directors may be removed in any manner provided in the Articles of
Incorporation of the Corporation. In addition, unless the Articles of
Incorporation of the Corporation provide otherwise, a director may be removed
with or without cause by the shareholders or directors in the manner provided
by statute or the Articles of Incorporation of the Corporation.
Section 3.3. Committees. The Board of Directors, by resolution,
adopted by a majority of directors, may create one or more committees and
appoint members of the Board to serve on the committee or committees. Each
committee shall have one or more members, who serve at the pleasure of the
Board.
*Amended October 27, 1989 4
To the extent specified by the Board of Directors or in the Articles of
Incorporation or these by-laws, each committee may exercise the authority of
the Board of Directors under the Indiana Business Corporation Law; provided,
however, a committee may not : (l) authorize distributions, except a
committee may authorize or approve a reacquisition of shares if done
according to a formula or method prescribed by the Board of Directors; (2)
approve or propose to shareholders action that requires shareholders;
approval under the Indiana Business Corporation Law; (3) fill vacancies on
the Board of Directors or on any of its committees; (4) amend the Articles of
Incorporation of his Corporation; (5) adopt, amend or repeal these by-laws; or
(6) approve a plan of merger not requiring shareholder approval.
Section 3.4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law, immediately
after, and at the same place as, the annual meeting of shareholders. If such
meeting is not held as above provided, the election of officers may be held
at any subsequent meeting of the Board of Directors specifically called in
the manner hereinafter provided. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of
Indiana, for the holding of additional regular meetings without other notice
than such resolution.
Section 3.5. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any three
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Indiana, as the place for holding any special meeting of the Board of
Directors called by them.
Section 3.6. Notice. *Written notice of any special meeting of
directors shall be given as follows: by mail to each director at his
business address at least three days prior to the meeting; or by personal
delivery or telegram at least 24 hours prior to the meeting to the business
address of each director or, in the event such notice is given on a Saturday,
Sunday or holiday, to the resident address of each director. 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. For purposes of dealing with an emergency
situation, as conclusively determined by the director(s) or officer(s)
calling the meeting, notice may be given in person, by telegram or cable, by
telephone or wireless, or by any other means that reasonably may be expected
to provide similar notice, not less than two (2) hours prior to the meeting.
If the secretary shall fail or refuse to give such notice, then the notice
may be given by the officer(s) or director(s) to call the meeting. Any
director may waive notice of any meeting. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting at the
beginning of the meeting to the holding of the meeting or to the transaction
of any business because the meeting is not
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lawfully called or convened and does not thereafter vote for or assent to
action taken at the meeting. 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 notice of such meeting.*
Section 3.7. Quorum. A majority of the number of directors fixed by
these by-laws shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, provided, that if less than a majority
of such directors are present at said meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
Section 3.8. 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 3.9. Vacancies. Any vacancy occurring in the Board of
Directors and any directorship to be filled by reason of an increase in the
number of directors, may be filled by the remaining directors, though less
than a quorum, at an annual or special meeting thereof.
Section 3.10. Compensation. By resolution of the Board of Directors,
irrespective of any personal interest of any of the members, the directors
may be paid their expenses, if any, of attendance at each meeting of the
Board, and may be paid a fixed sum for attendance at each meeting of the
Board, and may be paid a fixed sum for attendance at meetings or a stated
salary as directors. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section 3.11. Presumption of Assent. 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 conclusively 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 taken.
Section 3.12. Informal Action by Directors. Any action required to be
taken at a meeting of the Board of Directors, or any other action which may
be taken at a meeting of the Board of Directors, or the Executive Committee
thereof, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled
to vote with respect to the subject matter thereof or by all the members
of such committee, as the case may be, and such consent is included in the
minutes or filed with the corporate records reflecting the action taken.
*Amended October 27, 1989 6
ARTICLE IV
OFFICERS
Section 4.1. Number. The officers of the Corporation shall be a
Chairman, a President, one or more Vice Presidents, a Treasurer and a
Secretary, all of whom shall be elected by the Board of Directors.
The officers of the Corporation shall have such powers and authority in
the control and management of the property and business of the Corporation as
is usual and proper in the case of, and incident to, such corporate offices,
except insofar as such power and authority is limited by these by-laws or by
resolution of the Board of Directors.
The Board of Directors may appoint such other officers as they deem
necessary who shall have such authority and shall perform such duties as from
time to time may be prescribed by the Board of Directors. Any two or more
offices may be held by the same person.
Section 4.2. Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Vacancies may be filled or new offices filled at any meeting of the Board of
Directors. 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 in the manner hereinafter provided.
Section 4.3. Removal. Any officer or agent of the Corporation may be
removed at any time 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
so removed.
Section 4.4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
Section 4.5. Bonds. If the Board of Directors by resolution shall so
require, any officer or agent of the Corporation shall give bond to the
Corporation in such amount and with such surety as the Board of Directors may
deem sufficient, conditioned upon the faithful performance of their
respective duties and offices.
Section 4.6. Chairman. The Chairman shall be chosen from the Board of
Directors and shall be the chief executive officer of the Corporation. The
Chairman shall have executive authority to see that all orders and resolutions
of the Board of Directors are carried into effect and, subject to the control
vested in the Board of Directors by statute, by the Articles of
Incorporation or by these by-laws, shall
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administer and be responsible for the overall management of the business and
affairs of the Corporation. The Chairman shall preside at all meetings of
the shareholders and of the Board of Directors, and in general shall perform
all duties incident to the office of the Chairman of the Board and such
other duties as from time to time may be assigned to him by the Board of
Directors.
Section 4.7. President. The President shall be chosen by the Board of
Directors, shall be directly responsible to the Chairman and directly in
charge of all of the Corporation's operations. In the absence of the
Chairman or in the event of his inability or refusal to act, the President
shall perform the duties of the Chairman. 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 by-laws 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.
Section 4.8. Vice Presidents. In the absence of the President or in
the event of his inability or refusal to act, the Vice President ( or in the
event there be more than one Vice President, Vice Presidents in the order
designated, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President. Any Vice President 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 may
be assigned to him by the President or by the Board of Directors.
Section 4.9. 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 shall
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
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys 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 by-laws; (b) in general, perform all duties
incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
Section 4.10. Secretary. The Secretary shall: (a) keep the minutes of
the shareholders' and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these by-laws 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
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affixed to all documents, the execution of which on behalf of the Corporation
under its seal is duly authorized in accordance with the provisions of these
by-laws; (d) keep a register of the post office address of each shareholder;
(e) have general charge of the share transfer books of the Corporation; (f)
in general, perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him by the President or
by the Board of Directors.
Section 4.11. Assistant Treasurers and Assistant Secretaries. The
Assistant Treasurers shall, respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries as thereunto authorized by the Board of Directors may
sign with the President or a Vice President certificates for shares of the
Corporation, the issue of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers and Assistant Secretaries,
in general, shall perform such duties as shall be assigned to them by the
Treasurer or the Secretary, respectively, or by the President or the Board of
Directors.
Section 4.12. Salaries. The Salaries of the officers shall be fixed
from time to time by 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 5.1. Contracts. The Board of Directors 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 5.2. 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. Such authority
may be general or confined to specific instances.
Section 5.3. Checks, Drafts, etc. All checks, drafts or other order
for the payment of money, notes or other evidences 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.
Section 5.4. 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, trust companies or other depositories as the Board
of Directors may select.
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ARTICLE VI
SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES
Section 6.1. Regulation. The Board of Directors may make such rules
and regulations as it may deem expedient concerning the issuance, transfer
and registration of certificates for shares of the Corporation, including the
appointment of transfer agents and registrars.
Section 6.2. Certificates for Shares. Certificates representing shares
of the Corporation shall be respectively numbered serially for each class of
shares, or series thereof, as they are issued, may be impressed with the
corporate seal or a facsimile thereof, and shall be signed by the President
or a Vice President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary; provided that such signatures may be
facsimile if the certificate is countersigned by a transfer agent, or
registered by a registrar other than the Corporation itself or its employee.
Each certificate shall state the name of the Corporation, the fact that the
Corporation is organized or incorporated under the laws of the State of
Indiana, the name of the person to whom issued, the date of issue, the class
(or series of any class), the number of shares thereby or a statement that
such shares are without par value. If the Articles of Incorporation of the
Corporation authorize the issuance of more than one class of shares, a
statement of the designations, preferences, qualifications, limitations,
restrictions and special or relative rights of the shares of each class shall
be set forth in full or summarized on the face or back of the certificates
which the Corporation shall issue or in lieu thereof, the certificate may set
forth that such a statement or summary will be furnished to any shareholder
upon request without charge. Each certificate shall be otherwise in such
form as may be prescribed by the Board of Directors and as shall conform to
the rules of any stock exchange on which the shares may be listed.
The Corporation shall not issue certificates representing fractional
shares and shall not be obligated to make any transfers creating a fractional
interest in a share of stock. The Corporation may, but shall not be obligated
to, issue script in lieu of any fractional shares, such script to have terms
and conditions specified by the Board of Directors.
Section 6.3. Cancellation of Certificates. All certificates
surrendered to the Corporation for transfer shall be canceled and no new
certificates shall be issued in lieu thereof until the former certificate for
a like number of shares shall have been surrendered and canceled, except
as herein provided with respect to lost, stolen or destroyed certificates.
Section 6.4. Lost, Stolen or Destroyed Certificates. Any shareholder
claiming that his certificate for shares is lost, stolen or destroyed may
make an affidavit or affirmation of that fact and lodge the same with the
Secretary of the Corporation, accompanied by a signed
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application for a new certificate. Thereupon, and upon the giving of a
satisfactory bond of indemnity to the Corporation not exceeding in amount
double the value of the shares represented by such certificate, such value to
be determined by the President and Treasurer of the Corporation, a new
certificate may be issued of the same tenor and representing the same number,
class and series of shares as were represented by the certificate alleged to
be lost, stolen or destroyed.
Section 6.5. Transfer of Shares. Shares of the Corporation shall be
transferable on the books of the Corporation by the holder thereof in person
or by his duly authorized attorney, upon the surrender and cancellation of
a certificate or certificates for a like number of shares. Upon presentation
and surrender of a certificate for shares properly endorsed and payment of
all taxes therefor, the transferee shall be entitled to a new certificate or
certificates in lieu thereof. As against the Corporation, a transfer of
shares can be made only on the books of the Corporation and in the manner
hereinabove provided, and the Corporation shall be entitled to treat the
holder of record of any share as the owner thereof and shall not be bound to
recognize any equitable or other claim to or interest in such share on the
part of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the statutes of the State of
Indiana.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of
December in each calendar year.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time fix a record date,
declaration date and payment date with respect to any share dividend or
distribution to shareholders in the manner and upon the terms and conditions
provided by law and its Articles of Incorporation.
ARTICLE IX
SEAL
The Board of Directors shall provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal, Indiana."
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ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of
these by-laws or under the provisions of the Articles of Incorporation or
under the provisions of the Indiana Business Corporation Law, or otherwise,
a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time started therein, shall be deemed
equivalent to the giving of such notice. Attendance at any meeting, in
person or by proxy, shall constitute a waiver of notice of such meeting,
unless the person or persons entitled to such notice at the beginning of the
meeting objects to holding the meeting.
ARTICLE XI
INDEMNIFICATION
Section 11.1. General. The Corporation shall, to the fullest extent to
which it is empowered to do so by the Indiana Business Corporation Law, or
any other applicable laws, as from time to time in effect, indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal, by
reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or who, while serving as such director, officer, employee
or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, whether for profit or not, against judgments,
settlements, penalties and fines (including excise taxes assessed with
respect to employee benefit plans) and reasonable expenses (including counsel
fees) incurred by him in accordance with such action, suit or proceeding, if
he acted in good faith and in a manner he reasonably believed, in the case of
conduct in his official capacity, was in the best interests of the
Corporation, and in all other cases, was not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, he
either had reasonable cause to believe his conduct was lawful or no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not meet the prescribed standard of conduct.
Section 11.2. Authorization of Indemnification. To the extent that a
director, officer, employee or agent of the Corporation has been successful,
on the merits or otherwise in the defense of any action, suit or proceeding
referred to in Section 11.1 of this Article, or in the defense of any claim,
issue or matter therein, the Corporation shall
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indemnify such person against reasonable expenses (including counsel fees)
incurred by such person in connection therewith. Any other indemnification
under Section 11.1 of this Article (unless ordered by a court) shall be made
by the Corporation only as indemnification of the director,
officer, employee or agent is permissible in the circumstances because he has
met the applicable standard of conduct. Such determination shall be made (1)
by the Board of Directors by a majority vote of a quorum consisting of
directors who were not at the time parties to such action, suit or
proceeding; or (2) if a quorum cannot be obtained under subdivision (1), by
majority vote of a committee duly designated by the Board of Directors (in
which designation directors who are parties may participate), consisting
solely of two or more directors not at the time parties to such action, suit
or proceeding; or (3) by special legal counsel: (A) selected by the Board of
Directors or its committee in the manner prescribed in subdivision (1) or
(2), or (B) if a quorum of the Board of Directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision (2),
selected by majority vote of the full Board of Directors; or (4) by the
shareholders, but shares owned by or voted under the control of directors
who are at the time parties to such action, suit or proceeding may not be
voted on the determination.
Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as
to reasonableness of expenses shall be made by those entitled under sub-
section (3) to select counsel.
Section 11.3. Good Faith Defined. For purposes of any determination
under Section 11.1 of this Article XI, a person shall be deemed to have acted
in good faith and to have otherwise met the applicable standard of conduct set
forth in Section 11.1 if his action is based on information, opinions,
reports, or statements, including financial statements and other financial
data if prepared or presented by (1) one or more officers or employees of the
Corporation or another enterprise whom he reasonably believes to be reliable
and competent in the matters presented; (2) legal council, public
accountants, appraisers or other persons as to matters he reasonably believes
are within the person's professional or expert competence; or (3) a committee
of the Board of Directors of the Corporation or another enterprise of which
the person is not a member if he reasonably believes the committee merits
confidence. The term "another enterprise" as used in this Section 11.3 shall
mean any other corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise of which such a person is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent. The provisions of this Section 11.3 shall not be deemed to
be exclusive or to limit in any way the circumstances in which a person may
be deemed to have met the applicable standards of conduct set forth in
Section 11.1 of this Article XI.
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Section 11.4. Payment of Expenses in Advance. Reasonable expenses
incurred in connection with any civil or criminal action, suit or proceeding
may be paid for or reimbursed by the Corporation in advance of the final
disposition of such action, suit or proceeding, as authorized in the specific
case in the same manner described in Section 11.2 of this Article, upon
receipt of a written affirmation of the director, officer, employee or agent's
good faith belief that he has met the standard of conduct described in
Section 11.1 of this Article and upon receipt of a written undertaking by or
on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he did not meet the standard of
conduct set forth in this Article XI, and a determination is made that the
facts then known to those making the determination would not preclude
indemnification under this Article XI.
Section 11.5. Provisions Not Exclusive. The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which a
person seeking indemnification may be entitled under the Articles of
Incorporation of this Corporation, any other authorization, whenever adopted,
after notice, by a majority vote of all voting shares then outstanding, or
any contract, both as to action in this official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent, and shall inure
to the benefit of the heirs, executors and administrators of such a person.
Section 11.6. Vested Right to Indemnification. The right of any
individual to indemnification under this Article shall vest at the time of
occurrence or performance of any event, act or omission giving rise to any
action, suit or proceeding of the nature referred to in Section 11.1 of this
Article and, once vested, shall not later be impaired as a result of any
amendment, repeal, alteration or other modification of any or all of these
by-laws. Notwithstanding the foregoing, the indemnification afforded under
this Article shall be applicable to all alleged prior acts or omissions of
any individual seeking indemnification hereunder, regardless of the fact that
such alleged acts or omissions may have occurred prior to the adoption of this
Article, and to the extent such prior acts or omissions cannot be deemed to
be covered by this Article XI, the right of any individual to indemnification
shall be governed by the indemnification provisions in effect at the time of
such prior acts or omissions.
Section 11.7. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation or who is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against any liability asserted against or incurred by
the individual's status as a director, officer, employee or agent, whether or
not the Corporation would have power to indemnify the individual against the
same liability.
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Section 11.8. Additional Definitions. For purposes of this Article,
references to "the Corporation" shall include any domestic or foreign
predecessor entity of the Corporation in a merger or other transaction in
which the predecessor's existence ceased upon consummation of the transaction.
For purposes of this Article, serving an employee benefit plan at the
request of the Corporation shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves
services by such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries. A person who
acted in good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of any employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interest of the Corporation" referred to in this Article.
For purposes of this Article, "party" includes any individual who is or
was a plaintiff, defendant, or respondent in any action, suit or proceeding,
or who is threatened to be made a named defendant or respondent in any
action, suit or proceeding.
For purposes of this Article, "official capacity," when used with
respect to a director, shall mean the office of director of the Corporation;
and when used with respect to an individual other than a director, shall mean
the office in the Corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the
Corporation. "Official capacity" does not include service for any other
foreign or domestic corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise, whether for profit or not.
Section 11.9. Payments as Business Expense. Any payments made to any
indemnified party under these by-laws or under any other right to
indemnification shall be deemed to be an ordinary and necessary business
expense of the Corporation, and payment thereof shall not subject any person
responsible for the payment, or the Board of Directors, to any action for
corporate waste or to any similar action.
ARTICLE XII
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a majority of the directors present at any meeting of the Board of
Directors of the Corporation at which a quorum is present.
By-laws restated effective October 23, 1986
Amended effective October 27, 1989
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