RESTATED
BY-LAWS
OF
KIMBALL INTERNATIONAL, INC.
(Reflecting all amendments through December 9, 1997)
ARTICLE I: LOCATION OF OFFICES
Section 1 - Principal Office: The principal office of the
corporation shall be at 1600 Royal Street, Jasper, Indiana.
Section 2 - Other Offices: The corporation may have and maintain
such other offices as the Board of Directors may deem expedient.
ARTICLE II: CORPORATE SEAL
Section 1 - The corporation shall have a corporate seal which
shall be as follows: A circular disc, on the outer margin of which
shall appear the corporate name and State of Incorporation, with the
words "Corporate Seal" through the center, so mounted that it may be
used to impress these words in raised letters upon paper.
ARTICLE III: FISCAL YEAR
Section 1 - The fiscal year of the corporation shall begin with
the first day of July and terminate on the thirtieth day of June of
each year.
ARTICLE IV: STOCKHOLDERS' MEETINGS
Section 1 - Place of Meetings: All meetings of the stockholders
shall be held at the principal office of the corporation except such
meetings as the Board of Directors by resolution determine shall be
held elsewhere, in which case meetings may be held upon notice as
hereinafter provided at such place or places within or without the
State of Indiana as said Board of Directors may determine.
Section 2 - Annual Meeting: The annual meeting of the
stockholders shall be held on the third Tuesday of October in each
year or on such other date as may be fixed by the Board of Directors,
provided such annual meeting shall be held in any event within five
(5) months after the close of each fiscal year of the corporation, for
the purpose of electing directors and for the transaction of such
other business as may regularly come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day.
Section 3 - Special Meetings: Special meetings of the
stockholders may be called only by the Board of Directors.
Section 4 - Notices: A written or printed notice stating the
place, day and hour of either annual or special meetings and, in the
case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered or mailed by the Secretary or by
the officers or persons calling the meeting to each holder of the
capital stock of the corporation at the time entitled to vote at such
address as appears upon the records of the corporation at least ten,
but not more than sixty, days before the date of the meeting. Notice
of any stockholders' meeting may be waived in writing by any
stockholder if the waiver sets forth in reasonable detail the purpose
or purposes for which the meeting is called and the time and place
thereof. Except as required by the Indiana Business Corporation Law,
no notice of the holding of an adjourned meeting shall be necessary.
Each stockholder who has in the manner above provided waived notice of
a stockholders' meeting or who is present in person or represented
thereat by a proxy complying with the requirements set forth in
Article IV, Section 8, shall be conclusively presumed to have been
given due notice of such meeting, except as required by the Indiana
Business Corporation Law.
Section 5 - Quorum: At any meeting of stockholders, a majority of
the shares of the capital stock outstanding and entitled by the
Articles of Incorporation to vote, represented in person or by proxy,
shall constitute a quorum for the transaction of business, but less
than a majority may convene and adjourn.
Section 6 - Voting: Stockholders entitled to vote by the Articles
of Incorporation shall be entitled to vote at all meetings in person
or by proxy. At all meetings, each share of stock entitled to vote by
the Articles of Incorporation shall be entitled to one vote on all
questions, and a majority of the votes of such stock cast at any such
meeting shall be sufficient for the adoption or rejection of any
question presented (other than the election of the Board of Directors)
unless otherwise provided by law or by the Articles of Incorporation
of the corporation. The Board of Directors shall be elected by a
plurality of the votes properly cast.
For the purpose of determining stockholders entitled to vote at
any meeting of the stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order
to make a determination of stockholders for any other purpose, only
those stockholders who are stockholders of record on the record date
fixed by the Board of Directors or as provided in Article XI, Section
2 hereof, shall be entitled to vote.
Shares standing in the name of a corporation may be voted by such
officers, agent or proxy as the Board of Directors of such corporation
may appoint. Shares held by fiduciaries may be voted by the
fiduciaries in such manner as the instrument or order appointing such
fiduciaries may direct. In the absence of any such direction or the
inability of the fiduciaries to act in accordance therewith, shares
held jointly by three (3) or more fiduciaries shall be voted in
accordance with the will of the majority and, where the fiduciaries or
a majority of them cannot agree or where they are equally divided upon
the questions of voting such shares, any Court of general equity
jurisdiction may, upon petition filed by any of such fiduciaries or by
any party in interest, direct the voting of such shares as it may deem
for the best interest of the beneficiaries, and such shares shall be
voted in accordance with such direction. Shares that are pledged may,
unless otherwise provided in the agreement of pledge, be voted by the
stockholder pledging the same until the shares have been transferred
to the pledgee on the books of the corporation, and, thereafter, they
may be voted by the pledgee.
Section 7 - Voting Lists: The officer or agent having charge of
the stock transfer book shall make, at least five (5) business days
before each meeting of stockholders, a complete list of the
stockholders arranged in alphabetical order with the address and
number of shares held by each, which list shall be on file at the
principal office of the corporation and subject to inspection by any
stockholder. Such list shall be produced and kept open at the time
and place of meeting and subject to the inspection of any stockholder
during the holding of such meeting. The original stock register or
transfer book, or a duplicate thereof kept in the State of Indiana,
shall be the only evidence as to who are the stockholders entitled to
examine such list or the stock ledger or transfer book or to vote at
any meeting of the stockholders.
Section 8 - Proxies: A shareholder may vote his or her shares
either in person or by proxy. A shareholder may appoint a proxy to
vote or otherwise act for the shareholder (including authorizing the
proxy to receive, or to waive, notice of any shareholders' meetings
within the effective period of such proxy) by signing an appointment
form, either personally or by the shareholder's attorney-in-fact. An
appointment of a proxy is effective when received by the Secretary or
other officer or agent authorized to tabulate votes and is effective
for eleven (11) months unless a shorter or longer period is expressly
provided in the appointment form. The proxy's authority may be
limited to a particular meeting or may be general and authorize the
proxy to represent the shareholder at any meeting of shareholders held
within the time provided in the appointment form. Subject to the
Indiana Business Corporation Law and to any express limitation on the
proxy's authority appearing on the face of the appointment form, the
corporation is entitled to accept the proxy's vote or other action as
that of the shareholder making the appointment.
Section 9 - Written Consent: Any action required or permitted to
be taken at a shareholders' meeting may be taken without a meeting if
the action is taken by all the shareholders entitled to vote on the
action. The action must be evidenced by one (1) or more written
consents describing the action taken, signed by all the shareholders
entitled to vote on the action (facsimile signatures may be accepted),
and delivered to the corporation for inclusion in the minutes or
filing with the corporate records. Action taken under this Section 9
is effective when the last shareholder signs the consent, unless the
consent specifies a different prior or subsequent effective date, in
which case the action is effective on or as of the specified date.
Such consent shall have the same effect as a unanimous vote of all
shareholders and may be described as such in any document.
Section 10 - Participation by Conference Telephone: Any or all
shareholders may participate in any shareholders' meeting by, or
through the use of, any means of communication, such as conference
telephone, by which all shareholders participating may simultaneously
hear each other during the meeting. Any shareholder participating in
a meeting by such means is deemed to be present in person for all
purposes at the meeting.
ARTICLE V: DIRECTORS
Section 1 - Number: The Board of Directors of this corporation
shall consist of twelve (12) members, eleven (11) of whom shall be
elected by holders of Class A Common Stock, voting as a class, and one
(1) of whom shall be elected by holders of Class B Common Stock,
voting as a class.
Section 2 - Election: Directors shall be elected annually at the
annual meeting of stockholders; provided that, in the event of failure
to hold such meeting or to hold such election thereat, they may be
elected at any special meeting of stockholders called for that
purpose. At such election, the Chairman of the Board or the Secretary
may appoint inspectors or judges who shall report to the meeting upon
the validity of all proxies received and count the votes cast and make
a report thereof to the stockholders' meeting, and, in the absence
of any such appointments, the Secretary of the corporation shall
report to the meeting upon the validity of all proxies received, count
the votes cast and make a report thereof at the stockholders' meeting.
Section 3 - Term of Office: The directors shall hold office from
the date of their election until the next succeeding annual meeting or
until their successors are elected and shall qualify.
Section 4 - Vacancies: Any vacancy, or vacancies, in the Board of
Directors, arising from any cause, shall be filled by a majority vote
of the remaining members of the Board until the next annual meeting of
the stockholders.
Section 5 - Fees: Each director of the corporation shall receive
an annual retainer in an amount, plus a sum for each of the six (6)
regular meetings of the Board, all as fixed and determined from time
to time by the Board of Directors and in addition thereto,
reimbursement for expenses incurred by each member of the Board in
attending each regular, special or adjourned meeting of the Board
which has been called, whether or not a quorum is present.
ARTICLE VI: DIRECTORS' MEETINGS
Section 1 - Regular Meetings: Regular meetings of the Board of
Directors shall be held in the months of February, April, June,
August, October and December of each year on such day of the month,
and at such time of day and place, within or without the State of
Indiana, as the Board of Directors may designate or as may be
determined by the Chairman of the Board or the Vice Chairman of the
Board, provided that each director shall be given at least two
(2) days' advance notice of the date, time and place of any regular
meeting set by any of the foregoing officers.
Section 2 - Special Meetings: Special meetings of the Board of
Directors may be held at any time at the principal office of the
corporation or elsewhere within or without the State of Indiana, as
shall be specified in the notice of such meeting.
The Secretary shall call a special meeting whenever and wherever
so requested by the Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer or the President, or by three (3)
directors.
Section 3 - Organization Meeting: Immediately following the
meeting of the stockholders at which the directors are elected, the
Board of Directors shall meet and organize, and they may also transact
such other business as may be presented.
Section 4 - Notice: No notice shall be required for a regular
meeting of the Board of Directors, except as provided in Article VI,
Section 1. No notice shall be required for an "organization meeting",
if held on the same day as the stockholders' meeting at which the
directors were elected. No notice of the holding of an adjourned
meeting shall be necessary. Each director shall be given at least two
(2) days' advance notice of the date, time and place of each special
meeting of the Board of Directors. The notice of a special meeting
need not describe the purpose of such meeting. Notice of any meeting
may be waived in writing.
Section 5 - Quorum: At all meetings of the Board of Directors, a
majority of the whole Board shall be necessary to constitute a quorum
for the transaction of any business except the filling of vacancies,
but less than a majority may convene and adjourn.
Section 6 - Voting: All questions coming before any meeting of
the Board of Directors for action shall be decided by a majority vote
of the directors present at said meeting unless otherwise provided by
law, by the Articles of Incorporation or by these By-laws.
Section 7 - Written Consents: Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken
without a meeting if the action is taken by all members of the Board
of Directors. The action must be evidenced by one (1) or more written
consents describing the action taken, signed by each director
(facsimile signatures may be accepted), and included in the minutes or
filed with the corporate records reflecting the action taken. Action
taken under this Section 7 is effective when the last director signs
the consent, unless the consent specifies a different prior or
subsequent effective date, in which cases the action is effective on
or as of the specified date. A consent signed under this Section 7
shall have the same effect as a unanimous vote of all members of the
Board of Directors and may be described as such in any document.
Section 8 - Participation by Conference Telephone: Any or all
directors may participate in a regular or special meeting by, or
through the use of, any means of communication, such as conference
telephone, by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a
meeting by such means shall be deemed to be present in person at the
meeting.
ARTICLE VII: EXECUTIVE COMMITTEE
Section 1 - Number, Qualifications, Appointment: The Board of
Directors may appoint, by a majority vote of all directors in office,
not less than two (2) directors who, together with the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer (if
the Chief Executive Officer is also a director) and the President (if
the President is also a director), shall constitute the Executive
Committee of the corporation. The Chairman of the Board shall serve
as chairman of said committee.
Section 2 - Powers and Duties: The Executive Committee shall
advise with and aid the officers of the corporation in all matters
concerning its interests and the management of its business, and, when
the Board of Directors is not in session, the Executive Committee
shall have and may exercise all of the powers of the Board of
Directors with reference to the conduct of the business of the
corporation, except as otherwise provided by the Indiana Business
Corporation Law.
Section 3 - Term of Office: The members of the Executive
Committee shall hold office from the date of their appointment until
the next succeeding organization meeting of the directors, provided
that the Board of Directors shall at all times have the power to
remove any member of the Executive Committee.
Section 4 - Vacancies: Any vacancy, or vacancies, in the
Executive Committee, arising from any cause, shall be filled by a
majority vote of the remaining members of the Board until the next
annual or special meeting of the shareholders.
Section 5 - Fees: Members of the Executive Committee, as such,
shall not receive any stated salary for their services, but expenses,
if any, of attendance and a fee in such an amount as may be determined
by the Board of Directors from time to time shall be paid for
attendance at each such Executive Committee meeting.
Section 6 - Meetings: The Executive Committee shall meet at such
times and places as the Chairman of the Board, the Vice Chairman of
the Board, the Chief Executive Officer (if the Chief Executive Officer
is a member of the Executive Committee) or the President (if the
President is a member of the Executive Committee) may designate,
provided that at least one day's advance notice of such meeting shall
be given to each member of the committee. A majority of the Executive
Committee shall constitute a quorum for the transaction of all
business. All questions coming before any meeting of the Executive
Committee for action shall be decided by a majority vote of the
members present at said meeting.
Section 7 - Written Consents: Any action required or permitted
to be taken at any meeting of the Executive Committee may be taken
without a meeting if the action is taken by all members of the
Executive Committee. The action must be evidenced by one (1) or more
written consents describing the action taken, signed by each member
(facsimile signatures may be accepted), and included in the minutes or
filed with the corporate records reflecting the action taken. Action
taken under this Section 7 is effective when the last member signs the
consent, unless the consent specifies a different prior or subsequent
effective date, in which cases the action is effective on or as of the
specified date. A consent signed under this Section 7 shall have the
same effect as a unanimous vote of all members of the Executive
Committee and may be described as such in any document.
Section 8 - Participation by Conference Telephone: Any or all
members of the Executive Committee may participate in any meeting of
the Executive Committee by, or through the use of, any means of
communication, such as conference telephone, by which all members
participating may simultaneously hear each other during the meeting.
A member participating in a meeting by such means shall be deemed to
be present in person at the meeting.
ARTICLE VIII: AUDIT COMMITTEE
The Board of Directors shall appoint an Audit Committee
consisting of three (3) members of the Board of Directors. At least
two of the members of the Audit Committee shall be "independent
directors", meaning a person other than an officer or employee of the
corporation or its subsidiaries or any other individual having a
relationship which, in the opinion of the Board of Directors, would
interfere with the exercise of independent judgment in carrying out
the responsibilities of a director. The third member of the Audit
Committee may be an officer of the corporation who is a member of the
Board of Directors who is not either the Chairman of the Board, the
Vice Chairman of the Board, the Chief Executive Officer, the President
or the Chief Financial Officer. The committee shall have such
responsibilities and powers appropriate to the nature of said
committee including review of the annual audit prepared by the
independent auditors appointed by the Board of Directors with respect
to the corporation within the scope and area of responsibility of said
committee.
ARTICLE IX: OFFICERS
Section 1 - Titles: The officers of the corporation shall consist
of the Chairman of the Board, the Vice Chairman of the Board, the
Chief Executive Officer, the President, an Assistant to the Chief
Executive Officer, a Chief Financial Officer, a Chief Administrative
Officer, an Assistant to the President, one or more Chief Operations
Officer(s), a Secretary, a Treasurer, and a Chief Accounting Officer.
The Board of Directors may elect, at the request of the Chairman of
the Board, the Vice Chairman of the Board, the Chief Executive Officer
or the President, one or more Senior Executive Vice Presidents,
Executive Vice Presidents or Vice Presidents, and one or more
Assistants to the officers of the corporation.
Section 2 - Qualifications of the Chairman of the Board and Vice
Chairman of the Board: The Chairman of the Board and the Vice
Chairman of the Board shall be chosen from among the members of the
Board of Directors.
Section 3 - Election of Officers: The officers elected by the
Board of Directors shall be elected annually at the organization
meeting of the Board, provided that any officers not so elected at
such meeting may be elected subsequently at any regular or special
meeting of the Board.
Section 4 - Term of Office: All officers shall serve at the
pleasure of the Board and shall hold office from the date of their
election until the next succeeding annual organization meeting of the
Board of Directors or until their successors are elected and shall
qualify.
Section 5 - Vacancies: Any vacancy or vacancies among the
officers, arising from any cause, shall be filled by the Board of
Directors.
Section 6 - Combining Offices: Any two or more offices may be
held by the same person except that the duties of President and
Secretary shall not be performed by the same person.
ARTICLE X: POWER AND DUTIES OF DIRECTORS AND OFFICERS
Section 1 - Directors: The business and affairs of the
corporation shall be managed by a Board of Directors except where
specifically excepted by law and these By-laws.
Section 2 - Executive Committee: In the interim between meetings
of the Board of Directors, the Executive Committee shall have and
exercise all the powers and authority of the Board of Directors,
except as otherwise provided by the Indiana Business Corporation Law,
provided that no action of the committee shall conflict with action
had or taken by the Board of Directors.
Section 3 - Officers: The Chairman of the Board, the Vice
Chairman of the Board, the Chief Executive Officer and the President,
in addition to the duties hereinafter specified, shall perform all
duties incident to the office held by them, as well as such other
duties as may be assigned to them from time to time by the Board of
Directors, and, in the case of the Vice Chairman of the Board, the
Chief Executive Officer and the President, such duties as may be
assigned to them from time to time by the Chairman of the Board. Each
of the other officers of the corporation shall perform all duties
incident to the office held by them, as well as such other duties as
may be assigned to them from time to time by the Board of Directors,
the Chief Executive Officer or the President.
Section 4 - Chairman of the Board: The Chairman of the Board
shall preside at all meetings of the Board of Directors and shall have
general control and management of the business of the corporation.
Section 5 - Vice Chairman of the Board: In addition to his or her
other duties, in the absence of the Chairman of the Board, the Vice
Chairman of the Board shall preside at meetings of the Board of
Directors.
Section 6 - Chief Executive Officer: The Chief Executive Officer
shall have day-to-day control and management of the business and
affairs of the corporation subject to the control of the Board of
Directors. He or she shall preside at all meetings of shareholders
and, in the absence of the Chairman of the Board and the Vice Chairman
of the Board, at meetings of the Board of Directors. The Chief
Executive Officer shall have specific charge and supervision of all
subordinate officers and all employees of the corporation and may
delegate or assign to such officers and employees such of his or her
duties and responsibilities as he or she may elect which are not
specifically prescribed by the By-laws or resolutions of the Board of
Directors.
Section 7 - President: In the absence of the Chairman of the
Board, the Vice Chairman of the Board and the Chief Executive Officer,
the President shall have the general control and management of the
business and affairs of the corporation.
Section 8 - Assistant to the Chief Executive Officer: The
Assistant to the Chief Executive Officer shall perform such duties as
may be assigned to him or her from time to time by the Chief Executive
Officer.
Section 9 - Chief Financial Officer: The Chief Financial Officer
shall be responsible for all financial matters of the corporation.
Section 10 - Chief Operations Officer(s): The Chief Operations
Officer(s) shall be responsible for all manufacturing and production
of the corporation.
Section 11 - Chief Administrative Officer: The Chief
Administrative Officer shall be responsible for all administrative
functions of the corporation affecting the corporation as a whole.
Section 12 - Assistant to the President: The Assistant to the
President shall perform such duties as may be assigned to him or her
from time to time by the President.
Section 13 - Vice Presidents: The Senior Executive Vice
Presidents, Executive Vice Presidents or other Vice Presidents shall
perform such duties as may be respectively assigned to them from time
to time by the Board of Directors, the Chief Executive Officer or the
President. The Board of Directors or Executive Committee may
designate one or more of the Vice Presidents as Senior Executive Vice
Presidents or Executive Vice Presidents.
Section 14 - Secretary: Subject to the authority of the Board of
Directors, the Chief Executive Officer and the President, the
Secretary shall have the custody of the corporate seal and records of
the corporation and charge of all the records of the corporation. He
or she shall act as Secretary at meetings of the stockholders,
directors and the Executive Committee and enter the minutes of such
meetings in a book provided for that purpose and shall attend to
publishing, giving and serving all official notices of the
corporation. He or she shall perform such other duties as may be
assigned to him or her.
Section 15 - Assistant Secretaries: In the absence or disability
of the Secretary, the Assistant Secretaries shall act with all the
powers of the Secretary. They shall perform such other duties as may
be assigned to them.
Section 16 - Treasurer: Subject to the authority of the Board of
Directors, the Chief Executive Officer and the President, the
Treasurer shall have the custody of all negotiable instruments and
securities of the corporation and shall have responsibility for all
collections and disbursements of corporate funds. He or she may
endorse all commercial documents requiring endorsement for or on
behalf of the corporation. He or she shall perform such other duties
as may be assigned to him or her.
Section 17 - Assistant Treasurers: In the absence or disability
of the Treasurer, the Assistant Treasurers shall act with all the
powers of the Treasurer. They shall perform such other duties as may
be assigned to them.
Section 18 - Chief Accounting Officer: Subject to the authority
of the Board of Directors, the Chief Executive Officer and the
President, the Chief Accounting Officer shall have general supervision
of the accounting of the corporation. He or she shall perform such
other duties as may be assigned to him or her.
ARTICLE XI: STOCK
Section 1 - Stock Certificates: Each stockholder shall be
entitled to a certificate signed by the Chairman of the Board, the
President or a Vice President and by the Secretary or an Assistant
Secretary of the corporation and sealed with the corporate seal of the
corporation, certifying to the number of shares owned by him or her in
the corporation. Where such certificate is also signed by a transfer
agent and a registrar, the signatures of any such Chairman of the
Board, President, Vice President, Secretary or Assistant Secretary and
the seal of the corporation may be facsimiles. In case any officer or
officers who shall have signed or whose facsimile signature shall have
been used on any such certificate or certificates shall cease to be
such officer or officers of the corporation before such certificate or
certificates shall have been delivered by the corporation, such
certificate or certificates may, nevertheless, be issued and delivered
by the corporation with the same effect as if such officer or officers
had not ceased to be such at the date of its issue.
Section 2 - Transfer of Shares: Stock shall be transferable on
the stock transfer books of the corporation in person or by an
attorney duly authorized and upon surrender and cancellation of the
old certificates therefor.
The Board of Directors of the corporation may close its stock
transfer books for a period of time up to the maximum period of time
permitted by rules and regulations of the Securities and Exchange
Commission and the Indiana Business Corporation Law preceding the date
of any meeting of stockholders or the date for the payment of any
dividend, provided, however, that in lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date
pursuant to any applicable rules and regulations of the Securities and
Exchange Commission (which, as to stockholders' meetings, shall be a
date not more than seventy (70) days prior to the meeting), as the
record date for the determination of the stockholders entitled to
notice of and to vote at any such meeting, or entitled to receive
payment of any such dividend, and in such case such stockholders and
only such stockholders as shall be stockholders of record on the date
so fixed shall be entitled to such notice of and to vote at such
meeting, or to receive payment of such dividend, as the case may be,
notwithstanding any transfer of any stock on the books of the
corporation after such record date fixed as aforesaid. If the stock
transfer books are not closed, and no record date is fixed by the
Board of Directors, no shares shall be voted at any meeting which
shall have been transferred on the books of the corporation within ten
(10) days next preceding the date of such meeting.
Section 3 - Replacing Certificates: In case of the loss or
destruction of any certificate of stock and the submission of proper
proof thereof by the owner, a new certificate may be issued in lieu
thereof under such regulations and restrictions as the Board of
Directors may prescribe.
ARTICLE XII: AUTHORIZED SIGNATURES
Section 1 - Negotiable Instruments: The Chief Executive Officer,
the President or the Treasurer may authorize the use of facsimile
signatures for certain types of accounts maintained by the corporation
or with respect to checks or drafts which are less than a designated
amount. The Chief Executive Officer, the President or the Treasurer
also may authorize employees of particular business units of the
corporation to sign or authorize checks, drafts, other negotiable
instruments and electronic funds transfers up to a designated dollar
amount if the corporation's Audit and Management Group (or any
successor to such Group) certifies that such business unit meets such
standards regarding internal control as may be specified by the Chief
Executive Officer, the President or the Treasurer. Except as so
authorized, all checks, drafts, other negotiable instruments and
electronic funds transfers shall be made in the name of the
corporation and signed or authorized by one officer or employee of the
corporation and countersigned or counter authorized by a different
officer or employee of the corporation. The Chief Executive Officer,
the President and the Treasurer each are authorized and empowered to
designate in writing both officer and non-officer employees of the
corporation who shall be empowered to sign or countersign checks,
drafts, and negotiable instruments for and on behalf of the
corporation, and any such written designation shall have the same
force and binding legal effect on the corporation as a resolution of
the Board of Directors so empowering such officer or non-officer
employees. Any such written designation may be revoked at any time by
the Chief Executive Officer, the President or the Treasurer, and, in
their absence or unavailability, any member of the Executive Committee
of the Board of Directors may revoke such written designation.
Section 2 - Contracts and Documents: The Chairman of the Board,
the Vice Chairman of the Board, the Chief Executive Officer or the
President may, in the corporation's name, sign all deeds, leases,
contracts or similar documents that may be authorized by the Board of
Directors unless otherwise directed by the Board of Directors or
otherwise provided herein or in the Articles of Incorporation or as
otherwise required by law. The Chairman of the Board, the Chief
Executive Officer or the President is authorized and empowered to
designate in writing both officer and non-officer employees of the
corporation who shall be empowered to sign contracts or other
documents for and on behalf of the corporation, and any such written
designation shall have the same force and binding legal effect on the
corporation as a resolution of the Board of Directors so empowering
such officer or non-officer employees. Any such written designation
may be revoked at any time by the Chairman of the Board, the Chief
Executive Officer or the President, and, in their absence or
unavailability, any member of the Executive Committee of the Board of
Directors may revoke such written designation.
ARTICLE XIII: FIDELITY BONDS
Section 1 - The officers and employees of the corporation shall,
in the discretion of the Board of Directors, the Chairman of the Board
or the President, give bonds for the faithful discharge of their
respective duties, in such form and such amounts as may be directed by
the Board of Directors, the Chairman of the Board or the President.
ARTICLE XIV: INDEMNIFICATION
Section 1 - Every person (and the heirs, executors and
administrators of such person) who is or was a director or officer of
this corporation or of any subsidiary of this corporation or who, at
the request of the Board of Directors of this corporation, served in
any position or capacity or on any committee for this corporation or
for or in any other corporation, partnership, association, trust,
foundation, not-for-profit corporation, employee benefit plan or other
organization or entity, shall be indemnified by the corporation
against any and all liability and reasonable expense that may be
incurred by him in connection with or resulting from any claim,
action, suit or proceeding in which either (i) such person is wholly
successful, thereby entitling such person to Mandatory
Indemnification, or (ii) such person is not wholly successful but it
is nevertheless determined, pursuant to the procedures set forth below
in Section 2 of this Article XIV of these By-laws, that such person
acted in good faith and that such person reasonably believed that (a)
in the case of conduct in his official capacity, his conduct was in
the corporation's best interests, or (b) in all other cases, his
conduct was at least not opposed to the best interests of such
corporation, entity or organization, and, in addition with respect to
any criminal action or proceeding, either had reasonable cause to
believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful, thereby entitling such person to Permissive
Indemnification. A person shall be considered to have been serving an
employee benefit plan at the request of the corporation if his duties
to the corporation also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of
the plan. The terms "claim", "action", "suit" or "proceeding" shall
mean and include any threatened, pending or completed claim, action,
suit or proceeding (whether brought by or in the right of the
corporation of any other corporation or otherwise), and all appeals
thereof, whether civil, criminal, administrative or investigative,
formal or informal, in which any person described in the first
sentence of this section may become involved as a party or otherwise:
(a) by reason of his being or having been a director or officer
of the corporation, or of any subsidiary corporation of the
corporation, or of any other corporation where he served as
such at the request of the corporation, or
(b) by reason of his acting or having acted in any position or
capacity or on any committee for this corporation or any
subsidiary corporation of this corporation, or in any
position or capacity in or for a partnership, association,
trust, foundation, not-for-profit corporation, employee
benefit plan or other organization or entity where he
served as such at the request of the corporation, or
(c) by reason of any action taken or not taken by him in any
such capacity, whether or not he continues in such capacity
at the time such liability or expense shall have been
incurred.
The terms "liability" and "expenses" shall include, but shall not be
limited to, counsel fees and disbursements and amounts of judgments,
fines or penalties against, and amounts paid in settlement by or on
behalf of, a person, and excise taxes assessed with respect to an
employee benefit plan, but shall not in any event include any
liability or expenses on account of profits realized by him in the
purchase or sale of securities of the corporation. The term "wholly
successful" shall mean (a) termination of any action, suit or
proceeding against the person in question without any finding of
liability or guilt against him, (b) the expiration of a reasonable
period of time after the making of any claim or threat of an action,
suit or proceeding without the institution of the same, without any
payment or promise made to induce a settlement, or (c) approval by a
court, with knowledge of the indemnity herein provided, of a
settlement of any claim, action, suit or proceeding. The termination
of any claim, action, suit or proceeding by judgment, order,
settlement (whether with or without court approval), or conviction or
upon a plea of guilty or of nolo contendere, or its equivalent, shall
not by itself create a presumption that a person did not meet the
standards of conduct for Permissive Indemnification. The actions of a
person with respect to an employee benefit plan subject to the
Employee Retirement Income Security Act of 1974 shall be deemed to
have been taken in what the person reasonably believed to be the best
interests of the corporation if the person reasonably believed he was
acting in conformity with the requirements of such Act or he
reasonably believed his actions to be in the interests of the
participants in or beneficiaries of the plan.
Section 2 - With regard to Permissive Indemnification, the
determination that a person acted in good faith and that such person
reasonably believed that (a) in the case of conduct in his official
capacity, his conduct was in the corporation's best interests, or (b)
in all other cases, his conduct was at least not opposed to the best
interests of the corporation, and, in addition, with respect to any
criminal action or proceeding, either had reasonable cause to believe
that his conduct was lawful or had no reasonable cause to believe that
his conduct was unlawful with regard to a specific claim, action, suit
or proceeding in or as to which such person is not wholly successful
shall be made by or for the Board of Directors of the corporation in
the manner hereinafter described. Any requests for such
indemnification must first be proposed to the Board of Directors of
the corporation, and a motion for such indemnification may be made by
any director of the corporation, including a director who is seeking
such indemnification for himself. If a quorum of directors eligible
to decide the matter exists within the limitations and requirements of
I.C. 23-1-37-12 (b)(1), such directors may either (i) decide the
question themselves; (ii) refer the matter to Special Legal Counsel
for decision pursuant to I.C. 23-1-37-12 (b)(3)(A); or (iii) decline
to take any action to either decide the question of such
indemnification or refer the matter for decision to Special Legal
Counsel.
If there does not exist a quorum of directors eligible to
decide the matter within the limitations and requirements of I.C.
23-1-37-12(b)(1), a majority of the entire Board of Directors may
either (i) refer the matter to a committee of two or more directors
who are eligible to vote thereon pursuant to I.C. 23-1-37-12(b)(2) who
may either decide the matter themselves or refer the matter to Special
Legal Counsel for decision pursuant to I.C. 23-1-37-12 (b)(3)(A); (ii)
if such a committee cannot be appointed, refer the matter to Special
Legal Counsel pursuant to the procedures described in I.C. 23-1-37-12
(b)(3)(B); or (iii) decline to take any action to refer the matter of
such indemnification to a committee or to Special Legal Counsel. Any
decision on the question of entitlement to such Permissive
Indemnification by a majority of a quorum of the Board of Directors
eligible to vote pursuant to I.C. 23-1-37-12 (b)(1); by a special
committee of eligible directors pursuant to I.C. 23-1-37-12(b)(2); or
by Special Legal Counsel duly appointed pursuant to the provisions of
I.C. 23-1-37-12(b)(3), shall be in the sole and absolute discretion of
such person or persons who are to make such determination. If it is
determined and decided that such Permissive Indemnification should be
given in a specific situation, the authorization for such
indemnification and a determination of the amount thereof shall be
made in accordance with the procedures and requirements of I.C.
23-1-37-12(c). For purposes of this Section 2 Permissive
Indemnification shall be deemed to have been denied (i) if a majority
of any group of persons who are to decide the question do not vote in
favor of the proposed indemnification; (ii) if the Board of Directors
or any committee thereof declines to take any permitted action to
either decide the question, refer it to a committee, or refer it to
Special Legal Counsel; (iii) if no decision is made by the person or
persons who were to decide such question within a period of six (6)
months after such indemnification was first proposed to the Board of
Directors of the corporation; or (iv) to the extent that the dollar
amount of any indemnification to be made by the corporation is less
than the total dollar amount of indemnification proposed or requested
to be made. If proposed Permissive Indemnification is denied, the
question may not be reconsidered at any subsequent time by the
corporation.
Section 3 - Expenses incurred with respect to any claim, action,
suit or proceeding may be advanced by the corporation (by action of
the Board of Directors, whether or not a disinterested quorum exists)
prior to the final disposition thereof upon receipt of an undertaking
by or on behalf of the recipient to repay such amount unless he is
entitled to indemnification under this Article of these By-laws.
Section 4 - The rights of mandatory and Permissive
Indemnification provided in this Article of the By-laws shall be in
addition to any rights to which any such person may otherwise be
entitled by contract, as matter of law, or pursuant to I.C. 23-1-37.
Any person claiming the right to indemnification pursuant to any
provisions of these By-laws may at any time apply for indemnification
to or seek review of any decision denying indemnification or
determining the amount thereof by a court pursuant to I.C. 23-1-37-11.
Persons who are not directors or officers of the corporation but who
are directors or officers of any subsidiary may be indemnified to the
extent authorized at any time or from time to time by the Board of
Directors.
Section 5 - Irrespective of the provisions of this Article of the
By-laws, the Board of Directors may, at any time or from time to time,
approve indemnification of directors and officers or other persons to
the full extent permitted by the provisions of the Indiana Business
Corporation Law at the time in effect, whether on account of past or
future transactions.
Section 6 - To the extent not inconsistent with Indiana law as in
effect from time to time, the Board of Directors may, at any time or
from time to time, approve the purchase and maintenance of insurance
on behalf of any person described in the first sentence of Section 1
of this Article XIV against any liability asserted against him in his
capacity or arising out of his status as such a person, whether or not
the corporation would have the power to indemnify him under the
provisions of this Article of the By-laws. In the event that any
expense or liability otherwise subject to indemnification hereunder is
covered entirely or in part by any insurance, the indemnification
provided for by this Article of these By-laws shall only be available,
if at all, as to any uninsured liability or expense or that portion
which is in excess of the amount of all available insurance coverage.
Under no circumstances shall any insurer or other person making
payment under such an insurance policy or contract be subrogated
to the rights of any person entitled to indemnification under this
Article of these By-laws.
Section 7 - Any and all references contained in Article XIV of
these By-laws to any provision, section, subsection or portion of the
Indiana Code (I.C.) shall mean the Indiana Code as the same existed on
December 9, 1986, and no subsequent amendment, repeal, modification,
change, or judicial invalidation of any provision of the Indiana Code
subsequent to December 9, 1986, shall alter, modify, or otherwise
affect these By-laws, and these By-laws shall be construed and
interpreted under the statutory law of the State of Indiana as it
existed as of the date of adoption of these By-laws.
Section 8 - The indemnification herein required or permitted by
these amended indemnification By-laws shall be a contractual
obligation, undertaking and commitment of the corporation as to any
person who either continued to serve or commenced to serve, following
the date of the adoption of these amended indemnification By-laws, as
a director or officer of this corporation or any subsidiary of this
corporation, or in any other position or capacity, at the request of
this corporation or any subsidiary corporation, on any committee,
partnership, association, trust, foundation, not-for-profit
corporation, employee benefit plan, or other organization or entity,
and no subsequent amendment or repeal of these By-laws and no judicial
decision invalidating the legislation authorizing the indemnification
provided for by these By-laws or invalidating all or any part of these
indemnification By-laws shall in any manner deny, diminish, limit,
restrict, or qualify the indemnification herein provided for, for any
such person who so continued to serve or commenced to serve with
regard to any claim concerning any matter which occurred, which
commenced to occur, or which continued to occur subsequent to the
adoption of these amended indemnification By-laws and prior to any
such amendment, repeal, or judicial invalidation.
ARTICLE XV: REGULATION OF SHAREHOLDERS
Section 1 - Election not to be governed by Chapter 42 (Control
Share Acquisitions) of 1986 Indiana Business Corporation Law. This
Corporation, having filed with the Indiana Secretary of State on
August 18, 1986, its resolution electing to be governed by the Indiana
Business Corporation Law, I.C. 23-1-18 through I.C. 23-1-54, effective
September 15, 1986, now elects, pursuant to the provisions of I.C.
23-1-42-5, not to be governed by the provisions of Chapter 42 of the
1986 Indiana Business of Corporation Law (I.C. 23-1-42), the same
being Section 26 of House Enrolled Act No. 1257 as enacted by the
General Assembly of the State of Indiana at the Second Regular Session
of the 104th General Assembly.
Section 2 - Election not to be governed by Chapter 43 Five-Year
Freeze (Business Combinations) provisions of the 1986 Indiana Business
Corporation Law. This Corporation, having filed with the Indiana
Secretary of State on August 18, 1986, its resolution electing to be
governed by the Indiana Business Corporation Law, I.C. 23-1-18 through
I.C. 23-1-54, effective September 15, 1986, now, within 30 days of the
effective date of such new law and pursuant to the provisions of I.C.
23-1-43-22(B), hereby expressly elects not to be governed by the
provisions of Chapter 43 of the 1986 Indiana Business Corporation Law
(I.C. 23-1-43), the same being Section 27 of House Enrolled Act No.
1257 as enacted by the General Assembly of the State of Indiana at the
Second Regular Session of the 104th General Assembly.
ARTICLE XVI: MISCELLANEOUS
Section 1 - Depositories: The funds of the corporation shall be
deposited in the name of the corporation with such depositories as may
be designated by the Board of Directors, the Chief Executive Officer,
the President or the Treasurer.
ARTICLE XVII: AMENDMENTS
Section 1 - These By-laws may be altered, amended or repealed by
a majority vote of the whole Board of Directors at any meeting, the
notice of which includes notice of the proposed alteration, amendment
or repeal.