EXHIBIT 3.05
BY-LAWS
FOURTH FINANCIAL CORPORATION
Table of Contents
PART I - MEETINGS OF SHAREHOLDERS
Section 1.01 Annual Meetings
Section 1.02 Postponed Election of Directors
Section 1.03 Special Meetings
Section 1.04 Notice of Shareholders' Meetings
Section 1.05 Nomination for Election to the Board of
Directors
Section 1.06 Quorum
Section 1.07 Organization of Shareholders' Meetings
Section 1.08 Voting Rights at Shareholders' Meetings
Section 1.09 Proxies
Section 1.10 Records of Voting at Meetings
Section 1.11 Adjourned Meetings and Notice Thereof
PART II - DIRECTORS
Section 2.01 Powers of Board of Directors
Section 2.02 Number of Directors
Section 2.03 Term of Office
Section 2.04 Acceptance of Office
Section 2.05 Vacancies
Section 2.06 Organization Meeting of Board
Section 2.07 Regular Meetings
Section 2.08 Special Meetings
Section 2.09 Quorum
Section 2.10 Vote of Directors; Proxies
Section 2.11 Fees
PART III - OFFICERS AND EMPLOYEES
Section 3.01 Officers and Employees
Section 3.02 Terms of Office
Section 3.03 Surety Bonds
Section 3.04 The Chairman of the Board
Section 3.05 President
Section 3.06 Vice Presidents
Section 3.07 Treasurer
Section 3.08 Controller
Section 3.09 Secretary
Section 3.10 Officers Pro Tempore
Table of Contents (Continued)
PART IV - COMMITTEES
Section 4.01 Appointment and Organization of
Committees
Section 4.02 Executive Committee
Section 4.03 Audit and Examination Committee
Section 4.04 Compensation and Personnel Committee
Section 4.05 Asset, Liability and Investments Committee
PART V - SEAL
Section 5.01 Form
Section 5.02 Authority to Use Seal
PART VI - STOCK
Section 6.01 Form of Stock Certificates
Section 6.02 Transfer of Stock
Section 6.03 Determining Shareholders of Record
Section 6.04 Registered Stockholders
Section 6.05 Registrars and Transfer Agents
Section 6.06 General Authority
Section 6.07 Control Share Acquisitions
PART VII - MISCELLANEOUS
Section 7.01 Execution of Instruments
Section 7.02 Waiver of Notice
Section 7.03 Meeting by Conference Telephone
Section 7.04 Emergencies
Section 7.05 Action Without a Meeting
PART VIII - INDEMNIFICATION
Section 8.01 Indemnification
PART IX - CHANGES IN BY-LAWS
Section 9.01 Amendments
BY-LAWS
FOURTH FINANCIAL CORPORATION
PART I - MEETINGS OF SHAREHOLDERS
Section 1.01 Annual Meetings
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The regular annual meeting of the shareholders of the Corporation
for determining the number and electing members of the Board of
Directors for the ensuing year, receiving and acting upon reports
of officers as to acts, appointments, and transactions during the
preceding year, and transacting such other business relative to
the management of the Corporation as may lawfully come before it,
shall be held at its main office on the third Thursday of April
each year, or on such other date or at such other place as the
Board of Directors may in any year or years designate.
Section 1.02 Postponed Election of Directors
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If, for any cause, the annual election of directors is not held
on the date fixed by these By-Laws, the Board of Directors shall
order an election to be held on some other day, of which special
notice shall be given in accordance with the Articles of
Incorporation and these By-Laws.
Section 1.03 Special Meetings
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Special meetings of the shareholders of the Corporation, for any
purpose or purposes, may be called by the Board of Directors.
Any call for a special meeting shall state the purpose of the
meeting. The business transacted at a special meeting shall be
limited to that stated in the call for the meeting, but the call
for the meeting may state that any proper corporate business may
be transacted at the meeting, in which case any proper corporate
business may be transacted.
Section 1.04 Notice of Shareholders' Meetings
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Except in specific instances where other notice is required by
law or by the Articles of Incorporation, notice of any annual or
special meeting of the shareholders, stating the time, place, and
purpose of the meeting, shall be sufficient if mailed by United
States mail, postage prepaid, to each shareholder of record at
the address shown upon the books of the Corporation, not less
than ten days nor more than 50 days prior to the date set for
such meeting.
Section 1.05 Nomination for Election to the Board of Directors
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No person shall be eligible for election to the Board of
Directors at any shareholders' meeting unless such person is
nominated as provided herein. Nominations for election to the
Board of Directors by shareholders may be made by the Board of
Directors or by any shareholder of any outstanding class of
capital stock of the Corporation entitled to vote for the
election of directors.
Nominations, other than those made by the Board of Directors,
shall be made in writing and shall be delivered or mailed to the
President of the Corporation not less than 14 days nor more than
50 days prior to any meeting of shareholders called for the
election of directors; provided, however, that if less than 21
days' notice of the meeting is given to shareholders, such
nomination shall be mailed or delivered to the President of the
Corporation not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed.
Such notification shall contain the following information to the
extent known to the notifying shareholder:
1. The name and address of each proposed nominee.
2. The principal occupation of each proposed nominee.
3. The total number of shares of capital stock of the
Corporation that to the knowledge of the notifying
shareholder will be voted for each of the proposed
nominees.
4. The name and residence address of the notifying
shareholder.
5. The number of shares of capital stock of the Corporation
owned by the notifying shareholder.
In the event that any person so nominated shall at any time prior
to any such meeting become ineligible or unable to serve as a
director because of death, disability or incapacity, or shall
withdraw as a nominee, the Board of Directors or the shareholder
who nominated such nominee may nominate a substitute by
delivering a written nomination to the President of the
Corporation.
Nominations not made in accordance herewith may, in the
Chairman's discretion, be disregarded by the Chairman of the
meeting, and upon the Chairman's instructions, the vote tellers
may disregard all votes cast for each such nominee.
Section 1.06 Quorum
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A majority of the outstanding capital stock represented in person
or by proxy shall constitute a quorum at any meeting of
shareholders unless otherwise provided by law. Less than a
quorum may adjourn any meeting from time to time.
Section 1.07 Organization of Shareholders' Meetings
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The holders of a majority of the outstanding shares entitled to
vote and represented at any meeting of the shareholders may
choose persons to act as chairman and as secretary of the
meeting. However, in the absence of such choice the Chairman of
the Board of Directors, or in the Chairman's absence the
President of the Corporation, shall act as chairman of the
meeting. The Secretary of the Board of Directors, or in the
Secretary's absence a person appointed by the chairman of the
meeting, shall act as secretary of the meeting.
Section 1.08 Voting Rights at Shareholders' Meetings
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In all elections of directors, each shareholder shall have the
right to vote the number of shares owned by such shareholder for
as many persons as there are directors to be elected, or to
cumulate such shares and give one candidate as many votes as the
number of directors multiplied by the number of such
shareholder's shares shall equal, or to distribute them on the
same principle among as many candidates as such shareholder shall
think fit. In deciding all other questions at meetings of the
shareholders, each shareholder shall be entitled to one vote on
each share of stock owned by such shareholder. A majority of the
votes cast shall decide every question or matter submitted to the
shareholders at any meeting at which a quorum is present, unless
otherwise provided by law or by the Articles of Incorporation.
Section 1.09 Proxies
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Shareholders may vote at any meeting of the shareholders by
proxies duly authorized in writing, but no officer or employee of
the Corporation shall act as proxy. Proxies shall be valid only
for one meeting, to be specified therein, and any adjournments of
such meeting. Proxies shall be dated and shall be filed with the
records of the meeting.
Section 1.10 Records of Voting at Meetings
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In the case of any meeting of the shareholders, a record shall be
made showing the names of the shareholders present and the number
of shares held by each, the names of shareholders represented by
proxy and the number of shares held by each, and the names of the
proxies. This record also shall show the number of shares voted
on each action taken, including the number of shares voted for
each candidate for director. This record shall be included in
the minute book of the Corporation.
Section 1.11 Adjourned Meetings and Notice Thereof
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Any meeting of the shareholders, whether or not a quorum is
present, may be adjourned from time to time by the vote of a
majority of the shares present in person or represented by proxy,
but in the absence of a quorum no other business may be
transacted by such meeting. If any meeting of the shareholders
is adjourned for more than 30 days, or if after the adjournment a
new record date is fixed for the adjourned meeting, notice of the
adjourned meeting shall be given as in the case of an original
meeting. Otherwise, it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an
adjourned meeting other than by announcement at the meeting at
which such adjournment is taken.
PART II - DIRECTORS
Section 2.01 Powers of Board of Directors
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The Board of Directors shall have power to manage and administer
the business and affairs of the Corporation. Except as expressly
limited by law, all corporate powers of the Corporation shall be
vested in and may be exercised by the Board of Directors.
Section 2.02 Number of Directors
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As prescribed by the Articles of Incorporation, the Board of
Directors shall consist of not less than three nor more than 25
persons, who need not be shareholders.
Section 2.03 Term of Office
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As provided in the Articles of Incorporation, each director shall
serve for a term ending on the date of the third annual meeting
following the annual meeting at which such director was elected.
Section 2.04 Acceptance of Office
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Each person elected or appointed a director of the Corporation
must file with the Secretary a written acceptance of the office
before exercising the functions thereof.
Section 2.05 Vacancies
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Any vacancy occurring in the Board of Directors shall be filled
by the majority vote of the remaining directors of the class in
which such vacancy occurs or by the sole remaining director of
that class if only one such director remains, or by the majority
vote of the remaining members of the other two classes if there
be no remaining member of the class in which the vacancy occurs.
A director so elected to fill a vacancy shall serve for the
remainder of the then present term of office of the class to
which he or she was elected.
Section 2.06 Organization Meeting of Board
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Following the annual meeting of the shareholders, the chairman or
the secretary of the meeting shall promptly notify the directors-
elect of their election, and they shall meet promptly for the
purpose of organizing the new Board of Directors, appointing
committees of the Board and officers, fixing salaries for the
ensuing year, and transacting such other business as may properly
come before the organization meeting.
Section 2.07 Regular Meetings
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The regular meetings of the Board of Directors may be held on
call of the Chairman of the Board, the President, or the
Secretary at the main office of the Corporation on such dates as
the Board of Directors may from time to time by resolution
establish. When any regular meeting of the Board falls upon a
holiday, the meeting shall be held on the next business day
unless the Board designates some other day. Regular meetings of
the Board of Directors may also be held at such other times and
places, within or without the State of Kansas, as the Board
itself may from time to time determine. There shall be mailed to
each director at least ten days prior to any regular meeting a
written notice of the time and place thereof.
Section 2.08 Special Meetings
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Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President of the Corporation, or at
the request of three or more directors. Each director shall be
given at least two days' notice of the time, place, and purpose
of any special meeting, which notice may be given in person, by
telephone, by mail, by telegraph, or by any other effective
method.
Section 2.09 Quorum
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A majority of the directors shall constitute a quorum at any
meeting unless otherwise provided by law. Less than a quorum may
adjourn any meeting, from time to time, and the meeting may be
held, as adjourned, without further notice.
Section 2.10 Vote of Directors; Proxies
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A majority of those directors present and voting at any meeting
of the Board of Directors at which a quorum is present shall
decide each matter considered unless otherwise provided by law or
by the Articles of Incorporation. A director cannot vote by
proxy or otherwise act by proxy at a meeting of the Board of
Directors.
Section 2.11 Fees
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Each director shall receive such annual fee, such fee for each
Board meeting attended, and such fee for each meeting of any
Board committee attended as the Board shall fix from time to
time.
PART III - OFFICERS AND EMPLOYEES
Section 3.01 Officers and Employees
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The officers of the Corporation shall be a Chairman of the Board
of Directors, a President, one or more Vice Presidents, a
Treasurer, a Controller, a Secretary, and such other officers as
from time to time in the judgment of the Board may be required
for the prompt and orderly transaction of the business of the
Corporation. The Chairman of the Board and the President shall
be members of the Board of Directors; other officers may, but
need not, be members of the Board of Directors. Two or more
offices may be held by the same individual, but no individual may
hold at the same time the offices of Vice President, Secretary,
and Treasurer. All officers shall be elected, appointed or
employed and their duties prescribed by the Board of Directors.
Nevertheless, the Board of Directors may delegate to the
President the authority to prescribe the duties of other officers
of the Corporation not inconsistent with law, the Articles of
Incorporation and these By-Laws, and to appoint other employees,
prescribe their duties and dismiss them.
Section 3.02 Terms of Office
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The Chairman of the Board of Directors, the President, and any
other officer who is a member of the Board of Directors shall
hold office until the next organization meeting of the Board of
Directors unless in the meantime such officer shall resign, be
disqualified, or be removed from office. Any vacancy occurring
in the office of Chairman of the Board of Directors or President
shall be filled promptly by the remaining members of the Board of
Directors. Each other officer and employee shall hold office or
employment at the pleasure of the Board of Directors; provided,
however, that the Board of Directors may delegate to the
Chairman, the President, and such other officers as it deems
appropriate the Board's authority to remove and to dismiss such
other officers and employees.
Section 3.03 Surety Bonds
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Each officer and employee of the Corporation shall give bond of
suitable amount with security to be approved by the Board of
Directors, conditioned for the honest and faithful discharge of
such officer's or employee's duties. At the discretion of the
Board, such bonds may be schedule or blanket form and the
premiums shall be paid by the Corporation. The amount of such
bonds, the form of coverage, and the name of the company
providing the surety therefor shall be reviewed by the Board of
Directors annually.
Section 3.04 The Chairman of the Board
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The Chairman of the Board shall preside at all meetings of the
Board of Directors. The Chairman shall be the Chief Executive
Officer of the Corporation unless such duty is delegated to the
President. The Chairman shall have general executive powers as
well as the specific powers conferred by law, by the Articles of
Incorporation, and by these By-Laws, and shall supervise the
carrying out of the policies adopted or approved by the Board of
Directors. The Chairman shall also perform such other duties and
have such other powers as may be assigned from time to time by
the Board of Directors.
Section 3.05 President
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The President shall, in the absence of the Chairman of the Board,
preside at meetings of the Board of Directors. The President
shall have general executive powers as well as the specific
powers conferred by law, by the Articles of Incorporation, and by
these By-Laws, and shall have the powers and duties usually
incident to the office of President. The President shall also
perform such other duties and have such other powers as may be
assigned from time to time by the Board of Directors.
Section 3.06 Vice Presidents
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Each Vice President shall have such powers and duties as may be
assigned by the Board of Directors.
Section 3.07 Treasurer
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The Treasurer shall be responsible for the funding of the
activities of the Corporation and its subsidiaries and for
managing the investment of the funds of the Corporation and its
subsidiaries.
Section 3.08 Controller
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The Controller shall keep proper records of all transactions of
the Corporation, cause all duly authorized expenses of the
Corporation to be paid, and prepare complete financial reports
for each regular meeting of the Board of Directors.
Section 3.09 Secretary
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The Secretary shall be responsible for the minute book of the
Corporation. In this minute book the Secretary shall record the
proceedings of all regular and special meetings of the Board of
Directors and the shareholders and the reports of the committees
and directors. The minutes of all meetings of the Corporation
shall be signed by the Secretary and the presiding officer. The
Secretary shall also maintain and properly preserve the
organization papers of the Corporation, the returns of elections,
the Articles of Incorporation, the By-Laws and any amendments
thereto. The Secretary shall also maintain proper records of all
contracts of the Corporation.
Section 3.10 Officers Pro Tempore
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The Board of Directors may, during the absence or disability of
any officer, or upon the refusal of any officer to act, delegate
such officer's powers and duties to any other officer, or to any
director, for the time being.
PART IV - COMMITTEES
Section 4.01 Appointment and Organization of Committees
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The Board of Directors shall appoint, at its annual organization
meeting, the committees specifically provided for in these By-
Laws and shall designate the chairman of each committee. The
Board of Directors may appoint other committees from time to time
and assign them such powers and duties as it deems desirable.
The Chairman of the Board of Directors and the President of the
Corporation shall be ex-officio members of the Executive
Committee and may be members of such other committees (other than
the Audit and Examination Committee and the Compensation and
Personnel Committee) as the Board of Directors directs. Each
committee member shall serve until the next annual organization
meeting of the Board of Directors and until a successor is
appointed. The Board of Directors may increase or decrease the
membership of any committee and appoint additional members to any
committee. The Chairman of the Board of Directors may designate
a person to serve in place of any committee member who becomes
unable to serve because of death, resignation, incapacity, or
absence.
Unless these By-Laws otherwise require or the Board of Directors
otherwise specifies, each committee may adopt rules of procedure,
designate the time and place of its meetings, and specify the
number of members (not less than a majority) which constitutes a
quorum. Each committee shall keep minutes of its meetings and
shall make reports of its activities at each regular meeting of
the Board of Directors.
Section 4.02 Executive Committee
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There shall be an Executive Committee consisting of at least five
directors. The committee's responsibilities shall include (1)
advising executive management as may be required on significant
matters of strategy, policy, and business direction and (2)
making recommendations to the Board of Directors as to the
payment of dividends on the Corporation's securities. In
addition, the committee may exercise, and by this By-Law is
granted authority to exercise, all powers of the Board of
Directors except those powers that the entire Board of Directors
alone may exercise.
Section 4.03 Audit and Examination Committee
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There shall be an Audit and Examination Committee consisting of
at least four independent directors of the Corporation and at
least one independent director of each of the Corporation's
subsidiary banks. At least two members of the committee shall
have banking or related financial management experience. No
member of the committee shall be a large customer, as determined
by the Board of Directors, or shall be an active officer or
employee of the Corporation or of any of the Corporation's
subsidiaries. The committee's responsibilities shall include (1)
serving as, and performing all functions required to be performed
by, the Audit Committee of each of the Corporation's subsidiary
banks, (2) recommending to the Board of Directors the selection
of the Corporation's independent auditors and overseeing the
scope and performance of their services, (3) reviewing the
Corporation's accounting policies, significant accounting
estimates, and financial reporting, (4) reviewing the adequacy of
internal controls and reporting thereon as required by applicable
laws and regulations, (5) overseeing the Corporation's internal
audit and compliance activities, (6) monitoring compliance with
laws and regulations and reviewing reporting thereon, (7)
monitoring compliance with policies of the Board of Directors,
(8) regularly assessing the adequacy of the allowance for credit
losses at each of the Corporation's subsidiary banks, and (9)
reviewing the results of regulatory examinations, the responses
thereto, and the corrective actions taken. The committee shall
have access to outside legal counsel of its own choosing.
Section 4.04 Compensation and Personnel Committee
- -------------------------------------------------
There shall be a Compensation and Personnel Committee consisting
of at least five directors, none of whom shall be an active
officer or employee of the Corporation or of any of the
Corporation's subsidiaries. The Committee's responsibilities
shall include making recommendations to the Board of Directors
concerning (1) the election, promotion, and compensation of the
officers of the Corporation, (2) the nomination of candidates for
election to the Board of Directors, (3) management succession
planning, and (4) the Corporation's compensation and benefits
programs and policies. The Committee shall also perform the
functions prescribed for the administrative committee under such
employee benefit plans as the Corporation may from time to time
adopt.
Section 4.05 Asset, Liability and Investments Committee
- -------------------------------------------------------
There shall be an Asset, Liability and Investments Committee
consisting of at least four directors of the Corporation and at
least one director of each of the Corporation's subsidiary banks.
The Committee's responsibilities shall include (1) monitoring
compliance with the Asset and Liability Management and Investment
Policies of the Corporation and its subsidiary banks, (2)
reviewing the composition and performance of, and transactions
in, the investment portfolios of the Corporation and its
subsidiary banks, (3) monitoring the liquidity of the Corporation
and its subsidiary banks and reviewing their funding plans, and
(4) reviewing risks associated with interest-rate movements and
hedging activities.
PART V - SEAL
Section 5.01 Form
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The following is an impression of the seal adopted by the Board
of Directors of this Corporation:
Section 5.02 Authority to Use Seal
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The President, any Vice President, the Secretary, and any other
officer designated by the Board of Directors shall have authority
to affix the seal to any document requiring it and to attest the
Corporation's execution of such document.
PART VI - STOCK
Section 6.01 Form of Stock Certificates
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Certificates of stock of the Corporation shall be numbered and
shall be entered on the books of the Corporation and its
registrars and transfer agents as they are issued. They shall
exhibit the holder's name and number of shares, the name of the
Corporation and the state of its incorporation, the par value of
shares represented thereby, and the total number of shares of
stock which the Corporation is authorized to issue. They shall
bear the signature of the Chairman of the Board, President or
Vice President (which may be engraved, printed, or impressed) and
shall be signed manually or by facsimile process by the
Secretary, Treasurer, or any other officer appointed by the Board
of Directors for that purpose, to be known as an Authorized
Officer, and the seal of the Corporation shall be engraved
thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of
the Corporation properly endorsed.
Section 6.02 Transfer of Stock
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The stock of the Corporation shall be assignable and transferable
only on the books of the Corporation upon surrender of the
certificate representing such stock properly endorsed by the
holder named on such certificate or by an agent appointed in
writing by such holder. A transfer book shall be kept in which
all assignments and transfers of stock shall be made. Every
person becoming a shareholder by such transfer shall, in
proportion to such shares, succeed to all rights of the prior
holder of such shares.
Section 6.03 Determining Shareholders of Record
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The Board of Directors may close the stock transfer books of the
Corporation for a period of not less than ten days and not more
than 60 days preceding the date of any meeting of shareholders,
or the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change, conversion or
exchange of capital stock shall go into effect, or in connection
with obtaining the consent of shareholders for any purpose. As
an alternative, the Board of Directors may fix in advance a
record date, not less than ten days and not more than 60 days
preceding the date of any such event, for the purpose of
determining the shareholders entitled to receive notice of and to
vote at any such meeting, or to receive payment of any such
dividend, or to receive any such allotment of rights, or to
exercise rights in respect to any such change, conversion or
exchange of capital stock, or to give such consent,
notwithstanding any transfer of any stock on the books of the
Corporation after such record date. However, in no event shall
the record date fixed by the Board of Directors be prior to the
date of the meeting of the Board of Directors at which the record
date is fixed.
Section 6.04 Registered Stockholders
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The Corporation may treat the holder of record of any share or
shares of stock as the holder in fact thereof, and accordingly
shall not be bound to recognize any equitable or other claim to,
or interest in, such share or shares on the part of any other
person, whether or not the Corporation has express or other
notice thereof, except as expressly provided by law.
Section 6.05 Registrars and Transfer Agents
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The Board of Directors may, by resolution, appoint such
registrars and transfer agents as it deems convenient for the
conduct of the affairs of the Corporation and may prescribe the
powers and duties of such registrars and transfer agents. The
Board of Directors may change such registrars and transfer agents
at its pleasure.
Section 6.06 General Authority
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The Board of Directors may make all such rules and regulations as
it may deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of
the Corporation and concerning the replacement of lost, stolen,
or destroyed certificates.
Section 6.07 Control Share Acquisitions
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The Kansas Control Share Acquisition Act (Chapter 93, 1988
Session Laws of Kansas) shall not apply to control share acqui-
sitions of shares of the Corporation, nor shall the Corporation
have the right provided by Section 10 of such act to call for
redemption shares acquired in a control share acquisition, nor
shall an objecting stockholder have the dissenters' rights
provided for by Section 11 of such act.
PART VII - MISCELLANEOUS
Section 7.01 Execution of Instruments
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All agreements, indentures, mortgages, deeds, conveyances,
transfers, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies, and other
instruments or documents may be signed, executed, acknowledged,
verified, delivered or accepted in behalf of the Corporation by
the Chairman of the Board, the President, any Vice President,
the Treasurer, the Controller, or the Secretary. Any such
instruments may also be signed, executed, acknowledged, verified,
delivered, or accepted in behalf of the Corporation in such other
manner and by such other officers or employees as the Board of
Directors may from time to time direct.
Section 7.02 Waiver of Notice
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Whenever these By-Laws require or permit notice to be given to
any director, officer, or shareholder, such person may sign a
written waiver of such notice which shall be in all respects
tantamount to notice.
Section 7.03 Meeting by Conference Telephone
- --------------------------------------------
Any meeting of the Board of Directors or of any committee may be
held by conference telephone or similar communications equipment
by means of which all persons participating in the meeting can
hear each other simultaneously. Participating in any meeting so
conducted shall constitute presence at the meeting in person by
all persons so participating.
Section 7.04 Emergencies
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In the event of an emergency declared by the President of the
United States or the person performing the functions of the
President of the United States, the officers and employees of the
Corporation will, to the extent possible and subject to
applicable governmental directives during the emergency, continue
to conduct the affairs of the Corporation under such guidance
from the directors as may be available, except as to matters
which by statute require specific approval of the Board of
Directors.
In the event of a state of emergency or disaster of sufficient
severity to prevent the conduct and management of the affairs and
business of the Corporation by its directors and officers as
contemplated by these By-Laws, any two available members of the
then incumbent Executive Committee shall constitute a quorum of
that committee for the full conduct and management of the affairs
and business of the Corporation. In the event of the
unavailability, at such time, of a minimum of two members of the
then incumbent Executive Committee, any three available directors
shall constitute the Executive Committee for the full conduct and
management of the affairs and business of the Corporation, in
accordance with the foregoing provisions of this section. This
By-Law shall be subject to implementation by resolutions of the
Board of Directors passed from time to time for that purpose, and
any provisions of these By-Laws (other than this section) and any
resolutions which are contrary to the provisions of this section
or to the provisions of any such implementing resolutions shall
be suspended until it is determined by the interim Executive
Committee acting under this section that it is to the advantage
of the Corporation to resume the conduct and management of its
affairs and business under all the provisions of these By-Laws.
Section 7.05 Action Without a Meeting
- -------------------------------------
Any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken
without notice and without a meeting if all members of the Board
of Directors or committee, as the case may be, consent in writing
to the proposed action and if such written consent is filed in
the minutes of proceedings of the Board of Directors or
committee, as the case may be. Any action so taken by unanimous
written consent shall have the same force and effect as action
taken at a meeting of the Board of Directors or committee, as the
case may be, by unanimous vote of all members.
PART VIII - INDEMNIFICATION
Section 8.01 Indemnification
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The Corporation shall (a) indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending, or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, or employee of the
Corporation or of a subsidiary of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
or employee of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit, and (b)
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 (other than an action by or in the right of the
Corporation), by reason of the fact that he is or was a director,
officer, or employee of the Corporation or of a subsidiary of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, or employee of another
corporation, partnership, joint venture, trust, or other
enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with any such action,
suit or proceeding. Indemnification shall be afforded to the
fullest extent permissible under the Kansas General Corporation
Code or the indemnification provisions of any successor statute,
and not further, and shall be subject to any applicable
procedural requirements and standards of conduct on the part of
the persons to be indemnified prescribed by that statute. The
foregoing right of indemnification shall in no way be exclusive
of any other rights of indemnification to which any such person
may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors or otherwise, and shall inure to the
benefit of the heirs, executors, and administrators of such a
person. The Corporation may, but shall not be required to,
purchase liability insurance indemnifying the directors,
officers, and employees of the Corporation and its subsidiaries.
PART IX - CHANGES IN BY-LAWS
Section 9.01 Amendments
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These By-Laws may be amended upon vote of the holders of a
majority of the shares of stock of the Corporation represented at
a meeting of the shareholders at which a quorum is present.
These By-Laws may also be amended upon vote of a majority of the
entire Board of Directors at any meeting of the Board, provided
ten days' notice of the proposed amendment has been given to each
member of the Board of Directors, but the authority of the Board
of Directors to amend these By-Laws shall at all times be subject
to the superior authority of the shareholders. In the case of
any By-Law the provisions of which are prescribed by law or by
the Articles of Incorporation, no amendment may be made unless
the By-Law, as amended, is consistent with the requirements of
law and of the Articles of Incorporation.