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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
Each Vice President shall have such powers and duties as may be assigned by
the Board of Directors.
Section 3.07 Treasurer
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
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
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
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
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
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, (2) making recommendations to the Board of Directors as to
the payment of dividends on the Corporation's securities, (3) making
recommendations to the Board of Directors regarding the nomination of
candidates for election to the Board of Directors, and (4) making
recommendations to the Board of Directors regarding compensation of the
Directors of the Corporation. 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
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) management succession planning, and (3) 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
The following is an impression of the seal adopted by the Board of Directors
of this Corporation:
Section 5.02 Authority to Use Seal
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
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
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
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
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
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
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
The Kansas Control Share Acquisition Act (Chapter 93, 1988 Session Laws of
Kansas) shall not apply to control share acquisitions 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
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
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
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
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
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.
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